Fiancial Summary - !

Leading with
Science
Powered by
Values
GlaxoSmithKline Pharmaceuticals Limited
Annual Report 2018-19
Contents
01-14
Company Overview
Message from the Managing Director 01
GSK at a Glance 02
Innovation 04
Performance 06
Trust 08
Corporate Social Responsibility 11
Financial Highlights 12
Performance Summary 13
Board of Directors & Management Team 14
15-84
Statutory Reports
Notice 15
Director’s Report 25
Annexure ‘A’ to ‘G’ to Directors’ Report 37 We are committed to meet
the unmet and under served
healthcare needs of the next
85-228 billion Indians. To achieve this,
we are harnessing the power
Financial Statements
of science to deliver innovative
Independent Auditors’ Report 85
medicines that truly make a
Financial Statements 94
difference to patients. In our
Form AOC-1 149
endeavour, we are powered by
Biddle Sawyer Limited 150
our values, which guide us to do
Consolidated Financial Statements 165
the right thing every time for our
patients, customers, employees
and the community at large.
Note: Members are requested to kindly bring their

Leading with
copy of Annual Report to the Meeting. Science
Annual General Meeting
Monday, 22nd July, 2019 at 2:30 pm Powered by
Birla Matushri Sabhagar, 19, Sir Vithaldas
Thackersey Marg, Mumbai 400 020 Values
Company overview Statutory reports Financial statements 1
Message from the Managing Director

With digitisation rapidly remoulding the
healthcare landscape, we have been at the forefront
of leveraging new and emerging technologies in
our business.
Dear Shareholders, healthcare needs. I am proud to share organisation to serve growing

I am delighted to report that our that our parent company completed healthcare needs.
strategy, to put energy where it matters the acquisition of Tesaro, an oncology-
for increased focus and efficiency to focussed biopharmaceutical company, Led by our key global priorities of
accelerate growth, has borne fruit. We during the year. Tesaro is on the Innovation Performance Trust, we will
have come a long way since we put verge of making significant continue to fast-forward to the future
in place an optimal model for growth. breakthroughs in the treatment of with our scientific way of thinking and
We invested in increasing our people advanced endometrial cancer. execution. As an important pillar of
in the frontline, equipping them with our Trust priority, we have made an
the capabilities required to excel at With digitisation rapidly remoulding the important commitment to be a modern
the job. We reduced spend in non- healthcare landscape, we have been employer, nurturing our employees
customer-facing activity. We optimised at the forefront of leveraging new and to be the best version of themselves,
our product portfolio, identifying key emerging technologies in our business. resulting in highly engaged employees
brands behind which we put resources By embracing the power of Digital, (GSK Culture Survey in April 2019
to actively promote. We also have a Data & Analytics, we are evolving and revealed an engagement score of
more structured approach to engaging aspiring to a state of transformation, 92%). In alignment with our strategy
our trade channel partners, with a whereby highly credible scientific data, to put energy where it matters, we are
dedicated team to engage stockists digital tools, and experiential learning committed to enhancing shareholder
and retailers. This approach has helped will significantly improve customer value by accelerating sustainable
us serve our patients and you, our engagement and experience. profitable growth.
shareholders, better in 2018-19.
At GSK, we believe that it is not just
The breadth of our scientific and
As a science-led company, we have what you achieve that counts, but how
technical competencies is amply
always harnessed the power of science you achieve it. Our journey over the
reflected in our manufacturing
and technology for achieving better decades is based on the foundation
excellence as well. The plant at
patient outcomes. This year was of our core values and expectations.
Nashik, Maharashtra demonstrates
no different. We recently launched We will continue to live our core
best practices in manufacturing
Nucala, an advanced biologic therapy value of patient focus, to realise our
while continually embedding process
for the treatment of severe refractory goal of being one of the world’s most
improvements. Our scientific mindset
eosinophilic asthma. India has innovative, best performing and
has inspired us to invest upwards
around 30 million asthma patients trusted healthcare companies.
of ` 1000 crore in a state-of-the-art
- this will bring significant relief to My deep appreciation to all our
greenfield facility at Vemgal, Karnataka.
those among them who have severe shareholders for their continued
Both the facilities emphasise a safe
eosinophilic asthma. We are committed confidence and support.
working environment and production
to bringing innovative and differentiated of the highest quality products.
medicines from our global pipeline Further, with this upcoming facility, A. Vaidheesh
to India, as and when appropriate, we are moving towards becoming Vice President, South Asia
for meeting unmet and under served an unconstrained supply chain Managing Director, India

2 GlaxoSmithKline Pharmaceuticals Limited
GSK at a Glance
Who We are a science-led global healthcare company with a purpose to help people do more,
feel better, live longer.
we are
We have world-leading businesses that research, develop and manufacture innovative
pharmaceutical medicines and vaccines.
Over 4,500 people work in our advanced manufacturing facilities, offices and field across India to
ensure that our healthcare solutions reach patients in need.
What we We leverage the power of science through new innovations in both preventive and curative
healthcare to enhance the quality of life. By foraying into diverse segments, creating products
do that people value, making them widely accessible and operating efficiently, we aim to truly make
a difference to patients.
Our Pharmaceuticals
focus We are one of India’s

leading pharmaceutical
areas companies.
We have market leadership
in several therapeutic
segments, with a wide
range of prescription
medicines across
areas covering anti-
infectives, gastrointestinal,
dermatology, analgesic,
respiratory diseases and
vaccines.
Vaccines
In the area of preventive
healthcare, we are the
leading vaccines company
in the private vaccines
market in India.
We offer a range of
vaccines for the prevention
of hepatitis A, hepatitis
B, invasive disease
caused by H. Influenzae,
chickenpox, diphtheria,
pertussis, tetanus, rotavirus
diarrhea, cervical cancer,
and invasive pneumococcal
among others.
Our
Purpose We help people do more, feel better, live longer.
Our We want to be one of the world’s most innovative, best performing and trusted healthcare company.
Priorities Innovation Performance Trust

We aim to make available We will focus our energy We are committed to maximise
strong patient-focussed where it matters to deliver our social impact by ensuring
products from our global sustained industry-leading reliable supply of high-quality
pipeline, with the most growth with competitive costs, and affordable products
competitive claims and margin and cash flow. and having highly engaged
launches, and brilliant employees.
execution of our launches.
Our IPTc
Culture
Where c = Our Values + Our Expectations
Our culture is the substratum of our Innovation, Performance, Trust (IPT) strategy. It refers to
the environment that we need to create - the values we must imbibe and the behaviour we
IPTc are expected to demonstrate in our day-to-day professional lives. Comprising our Values and
Expectations, our culture empowers us to deliver extraordinary things for our patients and
customers and make GSK a brilliant place to work.
Patient focus Courage
Transparency Accountability
Our Our
values expectations
Respect Development
Integrity Teamwork

Innovation
A strong patient-focussed pipeline, with the
most competitive claims and labels, and brilliant
execution of our launches.
India Innovative Portfolio

Science behind Nucala
Nucala (Mepolizumab) is a humanised monoclonal antibody

which is indicated as an add-on treatment for severe
refractory eosinophilic asthma in adult patients. According
to estimates, India is home to 30 million asthma patients
and 3% of the asthmatic population suffer from severe
eosinophilic asthma. 54% of patients suffering from severe
asthma require three or more bursts of oral corticosteroids
(OCS) in a year and almost 25% of them had a near-fatal
event in the past.
With Nucala, there is 53-73% reduction in exacerbations;

with 61% reduction in exacerbations requiring hospitalisation/
emergency department visits. Nucala also gives powerful
and lasting reduction in daily OCS dose, while maintaining
asthma control. Nucala is the only biologic for severe
refractory eosinophilic asthma with long-term efficacy and
safety data up to 4.5 years. This product was launched
in March 2019.
Successful first year for Infanrix Hexa

Innovation is our top global priority and in alignment with this,
your Company launched the World's No. 1 hexavalent DTaP
vaccine, Infanrix Hexa, in April 2018. The vaccine can be
administered to infants to provide protection against these
six serious diseases: diphtheria, tetanus, pertussis, Hib,
hepatitis B and polio.
Infanrix Hexa is No. 4 in the vaccines private market
(IMS March 2019).
The success of the vaccine in such a short span of time
underlines the strong acceptance of this differentiated
product among healthcare professionals.
Global Developments
New scientific capabilities with TESARO, Inc. acquisition
Our parent company completed the acquisition

of TESARO, Inc. an oncology-focussed company
in January 2019. The transaction, which was
announced in December 2018, significantly
strengthens our oncology pipeline and brings new
scientific capabilities and expertise that will increase
the pace and scale at which we can help patients
living with cancer.
Zejula (Niraparib), an oral poly ADP ribose

polymerase (PARP) inhibitor currently approved for
use in ovarian cancer, is a major marketed product
of TESARO. PARP inhibitors are transforming the
treatment of ovarian cancer, notably demonstrating
marked clinical benefit in patients with and without
germline mutations in a BRCA gene (gBRCA). Zejula
is currently approved in the US and Europe as a
treatment for adult patients with recurrent ovarian
cancer who are in response to platinum-based
chemotherapy, regardless of BRCA mutation or
biomarker status. Clinical trials are also underway to
assess the possibility of use of Zejula for treatment of
several other cancers.
In addition to Zejula, TESARO has several more

oncology assets in its pipeline.
Positive findings of Dostarlimab for meeting critical unmet needs

Dostarlimab is TESARO’S own anti-PD-1 antibody in
Endometrial cancer is the most
the pipeline. The first of the two-phased GARNET study
evaluating the potential of dostarlimab for treatment of common gynaecologic malignancy in
recurrent or advanced endometrial cancer in women has the U.S. Currently, treatment options
demonstrated positive response. GARNET is the single for women with advanced or recurrent
largest study to date of an anti-PD-1 monotherapy in women
endometrial cancer are limited
with advanced or recurrent endometrial cancer.
Endometrial cancer is the most common gynaecologic

malignancy in the U.S. Currently, treatment options for
women with advanced or recurrent endometrial cancer are
limited. Phase 1 findings of the GARNET study, combined
with earlier data in patients with non-small cell lung cancer,
reinforces the potential of dostarlimab in treating patients
with a variety of solid tumours. The preliminary results, along
with further data from the GARNET study, will be used to
support regulatory filing for dostarlimab in endometrial cancer
at the end of 2019.

Performance
Sustained industry-leading growth with competitive
costs, margin and cash flow.
New commercial model focussed goals. Paying closer attention to the needs of
the healthcare professionals (HCPs), we disseminate
To deliver on our strategy to put energy where it matters
high-quality scientific content using innovative technology
for accelerated sustainable profitable growth, a new
solutions. Our sales force is equipped with iPads for
commercial model has been put in place. As part of this
easy access to scientific information and marketing
new model, our product portfolio has been optimised to
material. Deployment of robotics and automation and
ensure that our priority therapy areas get greater attention.
setting up of Tech-enabled Smart Offices have also been
Measures have also been taken to simplify our operations
incorporated into our digital transformation strategy for
and drive improved efficiency. An essential element of our
improved efficiency and productivity.
new commercial model is the increase in investments in
the customer-facing part of our business, with a reduction
in spends in the non-customer-facing business segment.
We have invested significantly in expanding our field force.
We have also set up a new Commercial Trade Channel
(CTC) team to engage with stockists and drive retail level
availability, inventory and visibility of our core brands. We are
upbeat about growing together with all our partners as this
new commercial model gains momentum.
Digital transformation
We are riding the digital wave and have transformed
our ways of working. Our leap into the future covers all
aspects of our business, with advanced data and analytics
driving our customer insights, to artificial intelligence,
advanced technology platforms and Customer Relationship
Management (CRM) tools, making it easier to achieve
At the Connected Health India Summit

2018, GSK India was acknowledged as
the Digital Pioneer of the Year
Science-based multi-channel customer engagement
We are reaching our customers through their

preferred channels, which include webinars, e-mails,
text messages and virtual calls, among others, in
addition to our face-to-face in-clinic interactions. The
first-ever HCP portal and a specialised website on
the respiratory therapy area that features hundreds
of videos by worldwide experts to address scientific
questions on pulmonary diseases were launched
during the year. Other key highlights of our scientific
engagement during the year include connecting
with pulmonologists to disseminate data on Nucala
and conducting a mass TV and digital campaign to
increase public awareness on pneumococcal diseases.
We are also encouraging scientific engagement

through our forum BRIDGE (Bringing Insights from
Dermatology Group of Experts), with participation
We engage our customers with high-quality scientific at national and state level medical conferences,
knowledge. In addition to our internal medical experts, conducting health workshops and partnering with
we have also trained our medical representatives medical organisations to drive increased health
who understand the science behind our products. To awareness. Our multi-channel engagement strategy
strengthen our focus on science, GSK incentivises our has brought about a quantum increase in our customer
field force on the basis of their scientific knowledge touchpoints, with total touchpoints increasing 5 times
and not on sales targets. Real-time information support over the previous year, in addition to continuous
is also given to our sales force through CRM tools. improvements carried out during the year.
New marketing model
No.1
The opportunities to gather insights from data are endless
and have a profound impact on our ability to drive higher
performance. Under our new marketing model, we are
thus accelerating the use of highly credible scientific data, GSK India is No.1 in the Vaccines
data analytics and digital tools across our operations. Self-pay market
We increased the hiring of experts in digital technology
and data analytics this year. As part of our data analytics
No.3
programme, we are unifying silos of customer data and
acting upon it to translate them into actionable insights.
Finally, by transforming customer insights into strategic
action, we are confident of significantly improving
the engagement and experience for our healthcare GSK India’s ranking in the Indian Pharma Market
professionals and realise the full potential of our medicines (in volume terms)
and vaccines for patients.
The opportunities to gather insights

from data are endless and have a
7
GSK brands feature in the Top-50 brands of the
profound impact on our ability to drive India Pharmaceutical Market (IPM)
higher performance
As per IQVIA TSA data, March 2019

Trust
Maximising our social impact, ensuring the reliable
supply of our high-quality products to as many people as
possible, and having highly engaged employees.
Manufacturing Excellence New Eltroxin facility, Nashik

New Facilities During the year, we also commissioned a new high-
In a true scientific leap into the future, we are raising the containment facility at our Nashik site for the manufacture
bar by building highly advanced manufacturing facilities. of our thyroid hormone, Eltroxin. This facility has a
The increase in our manufacturing capacity further secures manufacturing and packaging capacity of 3.6 billion tablets.
reliable supply of our high-quality medicines that helps serve Supporting the highest safety standards, the world-class
the needs of our Indian patients. facility provides superior protection to employees who
manufacture and pack this highly potent hormone-based
Vemgal, Karnataka product. The facility is fully operational and commercial
With an investment of over ` 1000 crore, our upcoming supplies have commenced.
manufacturing facility at Vemgal, Karnataka, will be the first
greenfield pharmaceutical manufacturing site that GSK has
Our facility at Nashik has been awarded
built globally over the past ten years. It is also the first facility
designed for the new GSK Production Systems (GPS), ‘Best-in-Class Excellence in Continuous
whereby it will deliver the concepts of zero accidents, zero Improvement’ at the Manufacturing Supply
defects and zero waste. Chain Awards Summit presented by the
The site supports easy scale up of manufacturing. Future Supply Chain Solutions Group
Initially, it will supply a range of solid dose form products.
Manufacturing is expected to commence in 2019 with Best Practices
validation batches, to be followed by commercial supplies
towards the end of the year. Focussing on ‘Make in India’, At GSK India, the value of trust encompasses not just
the facility is designed to produce 8 billion tablets and securing reliable supply of our medicines, but also
1 billion capsules per year for the Indian market. All relevant reinforcing their safety and efficacy. The Nashik site
approvals have been received. continues to deliver on this strategic intent through strategic
investments in safety and quality. It received the Good
Manufacturing Practice (GMP) and Good Laboratory
Practice (GLP) certification from the United States Food and
Drug Administration (USFDA) in 2018.The site has also set
new benchmarks for GPS based on lean working principles.
Along with management staff, shop floor employees are
also part of the continuous improvement culture. During
the year under review, the site reported more than 500
Kaizens (continuous improvement) along with a significant
improvement in productivity and lab efficiency. The best
practices were shared with our Contract Manufacturing
Organisations (CMO) partners.
Modern Employer
#Beyou engagement score of 91% in September 2018 and 92% in

Workforce Diversity April 2019, further reflecting our success in creating the
right culture.
GSK is a modern employer, with gender diversity and
inclusion at the cornerstone of our culture. The Women’s
Leadership Board (WLB) at our Company has made
significant strides in developing women talent across all Recognised among the Top-100 Best
levels. We now have 16% gender diversity in our workforce, Companies for Women by Working
16% women at Board level and 28% women representation Mother and AVTAR
in top leadership positions. Significant focus was placed on
conscious hiring through expanded pool of campuses visited
Certified as a ‘Great Place to Work’ from
and referrals, leading to 18% of new hires being women in
the sales force. In addition to hiring more women in the field April 2019 - March 2020
force, we have also put in place platforms to engage women
in the field, the first among them being the Wave Regional Conferred the GSK Emerging Markets
Circles (WRC). Gender sensitisation workshops were Winning Performance Award for fast-track
conducted across 12 locations covering more than
recruitment for ‘Accelerate Pharma’ model
500 employees from the sales force to strengthen our
inclusive work culture. Our efforts resulted in GSK
Pharma being recognised as one of the Top-100 2018
Working Mother & AVTAR Best Companies for Women in #Keepgrowing
India and WILL Best Employers for Women: Benchmarking Building Capability
& Awards. The Integrated GSK Pharmaceuticals India At GSK, apart from our sharp patient focus, we are also
Engagement Index, an interval survey to measure mindful of nurturing the best talent and building our capability
employee engagement, remained high with an for the future. Opportunities and platforms are provided

to enhance skills and knowledge and develop leadership. Supply Chain (PSC) Energy Trophy, a recognition for the
We launched the Marketing Futures programme for our best manufacturing site across the GSK Pharma Supply
marketers to ensure that all of them are trained in the Chain network for energy performance and use of renewable
competencies required to support our enterprise-wide energy. The site has also achieved reduction in water
‘Accelerate Pharma’ approach. We also built capability consumption year-on-year. Both the Nashik and Vemgal
to support the new commercial operating model by cross sites were awarded ‘GOLD’ in the Healthy Workplace
training all front-line sales personnel and onboarding 700+ Assessment by ‘Arogya World’, an endorsement of our work
new employees. in the area of employee health and safety.
#Feelgood We continue to empower our employees through

Employee Health & Safety education and training to adopt health and safety policies,
Various initiatives for environment, health, safety and practices and procedures. Our sales representatives are
sustainability were undertaken at our sites. During the year, sensitised on safe driving practices, as they often
the Nashik site was recognised for its safety standards by commute by their two-wheelers on difficult roads for
the National Safety Council and Department of Industrial work purposes. Our two-wheeler safety programme has
Safety and Health, Maharashtra. We were the proud winners proved to be effective in facilitating the safeguarding of our
of three awards in the Management and Non-Management employees’ well-being.
staff categories. The Nashik site also received the Pharma
Smart Office
GSK India is committed to creating a work environment multiple collaborative spaces, our smart office is truly a
where employees feel motivated to do their best. With place where employees can connect and be energised.
its ergonomic design, state-of-the-art facilities, hi-tech The first phase of our Smart Office in Worli, Mumbai
features, open design, array of meeting rooms and has been completed and work is ongoing.
Tech-enabled open meeting room, GSK House, Mumbai Collaborative workspace, GSK House, Mumbai
Corporate Reputation
Corporate reputation is our strategic imperative as it is The research combines qualitative and quantitative
understood that a strong reputation is needed to deliver methods among two audiences – informed public and
business performance. We undertake a reputation stakeholders. Our reputation remains high with positive
research through a third party to understand how we are recall amongst stakeholders for GSK India’s products
performing on reputation vs. our key competitors. The and vaccines, our investment in Karnataka for the new
research provides a unified and consistent understanding manufacturing facility as well as for messaging focussed
of our reputation and key drivers and helps teams across on helping people from local communities. We will
the organisation make evidence-based decisions. continue to operate responsibly to drive our reputation.
Corporate Social Responsibility

Our CSR approach supports our broader purpose to help people do more, feel better
and live longer. We strive to address national health priorities with our partners through
our CSR programmes. In doing so, we are helping millions of people across the country
in improving their lives.
We are a vital part of the country-wide fight against

one prioritised Neglected Tropical Disease (NTD) -
Lymphatic Filariasis. Our contribution focusses on
our large-scale donation of albendazole, efficient
forecasting, manufacturing and shipping of
donated products.
LF is transmitted by mosquitoes and causes

thickening of the skin and massive swelling. We
have partnered with the World Health Organisation
(WHO) to support India to defeat LF.
ASHA worker in Bihar after dispensing medicines under mass
drug administration for preventing LF
37 million
Youth Empowerment
We are supporting the ‘Skill India’ initiative through our
dedicated efforts to generate employment for people at
Vemgal. Through our skill-building activities, the beneficiaries
and women entrepreneurs have reported a massive jump in albendazole tablets donated to the WHO in
their incomes. FY 2018-19 towards our efforts to eliminate LF
School Sanitation
100
Aligned with the ‘Swachh Bharat: Swachh Vidyalaya’
campaign to ensure access to water, sanitation and hygiene
facilities to every school, we have worked to provide school
sanitation in government schools of Nashik.
youth benefited from income generation and skills
training in Vemgal, Karnataka
Over 5,000
children, teaching and non-teaching staff benefited
from WASH interventions in Nashik, Maharashtra
4,500
Beneficiary of our school sanitation programme
Child Nutrition
Our efforts towards child nutrition, an area of intervention Over
by ‘The National Urban Health Mission’ extend from pre- families benefited from our integrated approach to
conception care to early childhood. We aim to improve child nutrition in Mumbai, Maharashtra and Kolkata,
the nutritional status of married women and small children West Bengal
through this programme.

Financial Highlights
Revenue from Operations* Earnings Per Share (EPS) and Book Value per share (`)
(` Crores)
26.6* 25.1
22.1*
20.8*
19.9*
3362 2826 2995 2896 3129 146 130 120 123 126
2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19
(15 Months) (12 Months) (12 Months) (12 Months) (12 Months) (15 Months) (12 Months) (12 Months) (12 Months) (12 Months)
* In accordance with Ind AS and Schedule III of Companies Act, 2013, GST is not part of Book value EPS
Revenue. Accordingly the revenue from operations for the period 2017-18 and 2018-19 are
not comparable with the previous periods wherein excise duty was included. * Retrospectively adjusted for September 2018 bonus issue for all the prior years.
Net Profit for the Period % to Revenue from Operations Profit Before Tax % to Revenue from Operations
14% 13% 14% 21%

12% 21% 20%
11% 19%
17%
450 375 337 352 425 715 576 511 542 664
2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19
(15 Months) (12 Months) (12 Months) (12 Months) (12 Months) (15 Months) (12 Months) (12 Months) (12 Months) (12 Months)
Net Profit for the Period (` Crores) % to Revenue from Operations PBT (` Crores) % to Revenue from Operations
EBIDTA (Excl Exceptional Items) % to Revenue Utilisation of Income*

from Operations
Contribution to
20% Exchequer
18% 18% 8%
17%
14%
Operating Surplus retained
Expenses in business or
36% attributable towards
dividends
13%
595 478 420 510 631
2014-15 2015-16 2016-17 2017-18 2018-19

(15 Months) (12 Months) (12 Months) (12 Months) (12 Months) Depreciation Materials
1% 42%
EBIDTA (` Crores) % to Revenue from Operations
* % Utilisation of Income excludes Exceptional Income
Company Overview Statutory Reports Financial Statements 13
Performance Summary
(Amounts in ` Lakhs)
2018-19# 2017-18# 2016-17# 2015-16# 15 Months 2013 2012 2011 2010 2009
Ended
March
2015#
PROFIT AND LOSS ACCOUNT
Revenue from Operations 3128,53 2895,88 2994,51 2826,21 3362,36 2619,37 2700,34 2429,58 2187,48 1933,09
Profit before exceptional items and 658,82 523,78 465,35 573,63 766,84 703,17 994,78 921,60 867,27 758,48
tax
Exceptional items 4,89 17,80 45,73 2,31 (51,88) 26,15 148,22 (322,54) (26,50) 14,79
Profit Before Tax 663,71 541,58 511,08 575,94 714,96 729,32 1143,00 599,06 840,77 773,27
Profit for the Period 425,36 351,98 336,78 374,53 449,90 501,88 577,26 430,60 563,69 512,29
BALANCE SHEET
Equity share capital 169,41 84,70 84,70 84,70 84,70 84,70 84,70 84,70 84,70 84,70
Other Equity 1973,01 1995,25 1943,51 2119,94 2382,38 1932,49 1925,31 1835,23 1846,11 1674,45
Borrowings 58 ,99 1,60 2,37 2,48 4,14 4,59 4,91 5,16 5,42
2143,00 2080,94 2029,81 2207,02 2469,57 2021,33 2014,60 1924,84 1935,97 1764,57
Property, Plant and Equipment, 1432,63 1245,71 858,17 471,71 238,28 161,93 133,19 115,32 117,65 114,17
Intangible Assets and CWIP
Investments including investment 26,17 49,43 52,99 53,63 53,80 57,67 102,58 159,80 160,35 190,91
properties
Deferred tax assets (net) 60,48 103,05 91,31 100,81 94,83 92,11 86,54 61,47 56,40 44,69
Net Assets (Current and Non- 623,73 682,75 1027,33 1580,87 2082,65 1709,62 1692,29 1588,25 1601,57 1414,80
Current)
2143,00 2080,94 2029,81 2207,02 2469,57 2021,33 2014,60 1924,84 1935,97 1764,57
OTHER KEY DATA

Rupees per `10/- Equity Share
Dividend* 20.00 17.50 15.00 25.00 31.25 25.00 25.00 22.50 20.00 15.00
Earnings per equity share* 25.11 20.78 19.88 22.11 26.56 29.63 34.08 25.42 33.28 30.24
Book Value* 126.46 122.78 119.72 130.14 145.63 119.08 118.65 113.34 113.98 103.85
Number of employees 4960 4620 4697 4611 4657 5034 4706 5055 4338 4006
# Period 15 Months Ended March 2015, Year 2015-16, 2016-17, 2017-18 and 2018-19 are prepared in accordance with Indian
Accounting Standards (“Ind-AS”) and for other years it is prepared as per Indian Generally Accepted Accounting Principles
(“IGAAP”)
* Dividend, Earning per equity share and Book Value have been retrospectively adjusted for September 2018 bonus issue for
all the prior years.
NOTES
1. Figures have been adjusted/regrouped wherever necessary in line with the financial statements, to facilitate comparison.
2. The accounting year of the company has been changed from January - December to April - March with effect from
March 2015. Consequently, financial statements from 1st January, 2014 to 31st March, 2015 are for 15 months.

Board of Directors
)As on 20.05.2019(
Chairman Management Team Factory

D. S. Parekh Managing Director Ambad, Nashik
(upto 31.03.2019) A. Vaidheesh
Whole-time Directors Secretarial Department

Chairperson
Ms. R. S. Karnad R. Krishnaswamy Dr. Annie Besant Road,
- Technical
(w.e.f. 01.04.2019) Worli, Mumbai - 400 030
Ms. P. Thakur
- Chief Financial Officer Telephone: 022-24959415/434
Managing Director
Fax: 022-24981526
A. Vaidheesh Chief Commercial Officer
A. Iyer Email: ajay.a.nadkarni@gsk.com
Directors - Pharmaceuticals
R. R. Bajaaj (upto 24.07.2018) Statutory Auditor
Executive Vice-Presidents
Ms. A. Bansal S. Dheri Deloitte Haskins and Sells LLP
P. V. Bhide - Vaccines
M. Jones (upto 24.07.2018) N. Hindia
N. Kaviratne CBE Cost Auditor
- Legal
R. Krishnaswamy R. Nanabhoy & Co.
B. Kotak
A. N. Roy
- Medical
D. Sundaram
Ms. M. Priyam Secretarial Auditor
Ms. P. Thakur
- Human Resources
S. Williams Parikh & Associates
Vice-Presidents
Company Secretary S. Balasubramanian Solicitors
A. A. Nadkarni - Ethics & Compliance
Ms. S. Choudhary Gagrat & Co.
Audit Committee - Regulatory Affairs
D. Sundaram - Chairman R. D’Souza Bankers
P. V. Bhide - Communications
Deutsche Bank
Ms. R. S. Karnad & Government Affairs
Hongkong and Shanghai Banking
N. Kaviratne CBE Ms. D. Jakate
- Quality Corporation Limited
Stakeholders’ Relationship G. Kotian
Committee - Supply & Demand Planning Registrars & Share Transfer Agents
Ms. R. S. Karnad - Chairperson A. Nadkarni
Karvy Fintech Private Limited
P. V. Bhide - Real Estate, Administration
A. Vaidheesh & Company Secretary Unit: GlaxoSmithKline
Pharmaceuticals Limited
General Manager
Nomination & Remuneration N. Sudrik Karvy Selenium Tower B,
Committee - Head of Tech Plot No. 31 & 32 Gachibowli,
N. Kaviratne CBE - Chairman
Financial District, Nanakramguda,
Ms. A. Bansal Registered Office
Ms. R. S. Karnad Serilingampally, Hyderabad,
Dr. Annie Besant Road,
Worli, Mumbai - 400 030 Telangana - 500 032
Corporate Social Responsibility Tel.: 022-24959595 Tel. No.: 040-67162222
Committee Fax: 022-24959494
Fax No.: 040-23001153
A. N. Roy - Chairman Website: www.gsk-india.com
Ms. A. Bansal Email: askus@gsk.com Toll Free No.: 1800-3454-001
A. Vaidheesh CIN: L24239MH1924PLC001151 Email: einward.ris@karvy.com
Notice
NOTICE IS HEREBY GIVEN THAT the Ninety Fourth Annual RESOLVED FURTHER THAT the Board of Directors
General Meeting of GlaxoSmithKline Pharmaceuticals Limited be and are hereby authorised to take all necessary or
will be held at the Birla Matushri Sabhagar, 19, Marine Lines, desirable steps for the aforesaid purpose and matters
Mumbai 400 020, on Monday, 22nd July 2019 at 2.30 p.m. to incidental thereto.”
transact the following business:
5. Re-appointment of Whole-time Director
ORDINARY BUSINESS To consider and, if thought fit, to pass, the following
1. To receive, consider and adopt the Audited Financial resolution as an Ordinary Resolution:
Statements (including Consolidated Financial
Statements) of the Company for the financial year ended “RESOLVED THAT pursuant to the provisions of Sections
31st March 2019 together with the Reports of the Board 196, 197, 203 and other applicable provisions, if any, of
of Directors and Auditors thereon. the Companies Act, 2013 (“the Act”), and the rules framed
thereunder read with Schedule V of the Companies
2. To declare Dividend on Equity Shares for the financial Act, 2013, including any statutory modifications or
year ended 31st March 2019. re-enactments thereof for the time being in force, the
approval of the Company be and is hereby granted
3. To appoint a Director in place of Mr. Subesh Williams to the re-appointment of Mr. Raju Krishnaswamy
(DIN: 07786724), who retires by rotation and, being (DIN: 03043004) as Whole-time Director of the Company
eligible, offers himself for re-appointment. for a further period of three years from 1st August
2019 upto 31st July 2022 on the terms, conditions and
SPECIAL BUSINESS stipulations including remuneration as approved by
Board of Directors and as contained in the draft of the
4. Re-appointment of Managing Director
Agreement to be entered into between the Company
To consider and, if thought fit, to pass, the following and Mr. Raju Krishnaswamy, as placed before the
resolution as an Ordinary Resolution: meeting and initialled by the Managing Director for the
“RESOLVED THAT pursuant to the provisions of Sections purpose of identification, which agreement be and is
196, 197, 203 and other applicable provisions, if any, of hereby specifically sanctioned with liberty to the Board of
the Companies Act, 2013 (“the Act”), and the rules framed Directors of the Company (“the Board”) to alter, vary and
thereunder read with Schedule V of the Companies modify the terms and conditions of the said appointment
Act, 2013, including any statutory modifications or and the Agreement in such manner as may be agreed
re-enactments thereof for the time being in force, and between the Board and Mr. Raju Krishnaswamy.
all other statutory provisions if any, the approval of the
Company be and is hereby granted to re-appointment “RESOLVED FURTHER THAT the Board of Directors
of Mr. Annaswamy Vaidheesh (DIN: 01444303) as the be and are hereby authorised to take all necessary or
Managing Director of the Company for a further period desirable steps for the aforesaid purpose and matters
from 1st October 2019 to 31st March 2020, on the terms, incidental thereto.”
conditions and stipulations, including remuneration as
approved by the Board of Directors and as contained in 6. Re-appointment of Mr. Pradeep V. Bhide as an
the draft of the Agreement to be entered into between Independent Director
the Company and Mr. Annaswamy Vaidheesh, as placed To consider and, if thought fit, to pass, the following
before the meeting and initialled by the Chairman for the resolution as a Special Resolution:
purpose of identification, which agreement be hereof
and is hereby specifically sanctioned with liberty to the “RESOLVED THAT pursuant to the provisions of
Board of Directors of the Company (“the Board”) to Sections 149 and 152 read with Schedule IV and any
alter, vary and modify the terms and conditions of the other applicable provisions of the Companies Act, 2013
said appointment and the agreement in such manner as (“the Act”) and the rules made thereunder (including
may be agreed between the Board and Mr. Annaswamy any statutory modification(s) or re-enactment thereof for
Vaidheesh. the time being in force) and the applicable provisions of

SEBI (Listing Obligations and Disclosure Requirements) “RESOLVED THAT pursuant to the provisions of
Regulations, 2015 (‘the SEBI Listing Regulations’) as Sections 149 and 152 read with Schedule IV and any
may be in force from time to time. Mr. Pradeep V. Bhide other applicable provisions of the Companies Act, 2013
(DIN: 03304262), whose present term of office as (“the Act”) and the rules made thereunder (including
an Independent Director expires on 29th March 2020 any statutory modification(s) or re-enactment thereof
has given his consent for the re-appointment and has for the time being in force) and applicable provisions of
submitted a declaration that he meets the criteria for SEBI (Listing Obligations and Disclosure Requirements)
independence as provided in Section 149(6) of the Regulations, 2015 (‘the SEBI Listing Regulations’) as
Companies Act, 2013 and SEBI Listing Regulations and may be in force from time to time. Mr. Anami N. Roy
is eligible for re-appointment and in respect of whom (DIN: 01361110), whose present term of office as an
Notice has been received from a Member under section Independent Director expires on 29th March 2020 has
160 of the Act proposing his re-appointment as a Director given his consent for re-appointment and has submitted
and whose re-appointment has been recommended by a declaration that he meets the criteria for independence
Nomination and Remuneration committee and by the as provided in Section 149(6) of the Companies Act,
Board of Directors be and is hereby re-appointed as an 2013 and SEBI Listing Regulations and is eligible for
Independent Director of the Company, for a second term re-appointment, and in respect of whom Notice has
of five consecutive years with effect from 30th March 2020 been received from a Member under section 160 of
upto 29th March 2025 and his office shall not be liable to the Act proposing his re-appointment as a Director and
retire by rotation.” whose re-appointment has been recommended by
Nomination and Remuneration committee and by the
7. Re-appointment of Mr. Nihal Kaviratne CBE as an Board of Directors be and is hereby re-appointed as an
Independent Director Independent Director of the Company, for a second term
To consider and, if thought fit, to pass, the following of five consecutive years with effect from 30th March 2020
resolution as a Special Resolution: upto 29th March 2025 and his office shall not be liable to
retire by rotation.”
“RESOLVED THAT pursuant to the provisions of
Sections 149 and 152 read with Schedule IV and any 9. Re-appointment of Mr. D. Sundaram as an
other applicable provisions of the Companies Act, 2013 Independent Director
(“the Act”) and the rules made thereunder (including To consider and, if thought fit, to pass, the following
any statutory modification(s) or re-enactment thereof for resolution as a Special Resolution:
the time being in force) and the applicable provisions of
SEBI (Listing Obligations and Disclosure Requirements) “RESOLVED THAT pursuant to the provisions of
Regulations, 2015 (‘the SEBI Listing Regulations’) as Sections 149 and 152 read with Schedule IV and any
may be in force from time to time. Mr. Nihal Kaviratne other applicable provisions of the Companies Act, 2013
(DIN: 00032473), whose present term of office as an (“the Act”) and the rules made thereunder (including
Independent Director expires on 29th March 2020 has any statutory modification(s) or re-enactment thereof for
given his consent for re-appointment and has submitted the time being in force) and the applicable provisions of
a declaration that he meets the criteria for independence SEBI (Listing Obligations and Disclosure Requirements)
as provided in Section 149(6) of the Companies Act, Regulations, 2015 (‘the SEBI Listing Regulations’) as
2013 and SEBI Listing Regulations and is eligible for may be in force from time to time. Mr. D. Sundaram
re-appointment and in respect of whom Notice has (DIN: 00016304), whose present term of office as an
been received from a Member under section 160 of Independent Director expires on 29th March 2020 has
the Act proposing his re-appointment as a Director and given his consent for re-appointment and has submitted
whose re-appointment has been recommended by a declaration that he meets the criteria for independence
Nomination and Remuneration committee and by the as provided in Section 149(6) of the Companies Act,
Board of Directors be and is hereby re-appointed as an 2013 and SEBI Listing Regulations and is eligible for
Independent Director of the Company, for a second term re-appointment and in respect of whom Notice has been
of five consecutive years with effect from 30th March 2020 received from a Member under section 160 of the Act
upto 29th March 2025 and his office shall not be liable to proposing his re-appointment as a Director and whose
retire by rotation.” re-appointment has been recommended by Nomination
and Remuneration committee and by the Board of Directors
8. Re-appointment of Mr. Anami N. Roy as an be and is hereby re-appointed as an Independent Director
Independent Director of the Company, for a second term of five consecutive
To consider and, if thought fit, to pass, the following years with effect from 30th March 2020 upto 29th March
resolution as a Special Resolution: 2025 and his office shall not be liable to retire by rotation.”
10. Ratification of Remuneration to Cost Auditor Company’s Registered Office, duly completed and
To consider and, if thought fit, to pass the following signed, not less than FORTY-EIGHT HOURS before
Resolution as an Ordinary Resolution: the commencement of the AGM. Proxies submitted
on behalf of limited companies, societies etc., must
“RESOLVED THAT pursuant to the provisions of be supported by appropriate resolutions/authority, as
Section 148(3) and other applicable provisions, if any, applicable.
of the Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014 (including any statutory 5. The Register of Members and Share Transfer books of
modification(s) or re-enactment(s) thereof, for the the Company will be closed from Monday,15th July 2019
time being in force), the remuneration payable to to Monday, 22nd July 2019 (both days inclusive).
R. Nanabhoy & Company, Cost Accountants having
Firm Registration No. 007464 appointed by the Board 6. If the Dividend, as recommended by the Board of
of Directors of the Company to conduct the audit of Directors, is approved at the AGM, payment of such
the cost records of the Company for the year ending dividend will be made as under:
31st March 2019, amounting to ` 5.70 lakhs plus payment
of taxes as applicable and re-imbursement of out of • To all Beneficial Owners in respect of shares held in
pocket expenses incurred by them in connection with the dematerialized form as per the data as may be made
aforesaid audit be and is hereby ratified and confirmed.” available by the National Securities Depository
Limited (NSDL) and the Central Depository Services
NOTES: (India) Limited (CDSL) as of the close of business
hours on Sunday, 14th July 2019;
1. The relative Explanatory Statement pursuant to Section
102 of the Companies Act, 2013 (“Act”) setting out • To all Members in respect of shares held in physical
material facts concerning the business under Item Nos. form after giving effect to valid transfers in respect of
4 to 10 of the Notice, is annexed hereto. The relevant transfer requests lodged with the Company as of the
details, pursuant to Regulation 26(4) and 36(3) of the close of business hours on Sunday, 14th July 2019.
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and 7. Members are requested to make all correspondence in
Secretarial Standard on General Meetings issued by the connection with shares held by them by addressing letters
Institute of Company Secretaries of India are given in directly to Karvy Fintech Private Limited, Registrars &
Corporate Governance Report. Share Transfer Agents of the Company quoting their
Folio number. Your Folio Number is stated in the Share
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE Certificate and on the attendance slip sent along with
ANNUAL GENERAL MEETING (AGM) IS ENTITLED Annual Report.
TO APPOINT A PROXY OR PROXIES TO ATTEND
AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF 8. Members are requested to intimate changes, if any,
AND A PROXY NEED NOT BE A MEMBER. A person pertaining to their name, postal address, email address,
can act as proxy on behalf of members not exceeding telephone/ mobile numbers, Permanent Account Number
fifty (50) and holding in the aggregate not more than (PAN), mandates, nominations, power of attorney, bank
10% of the total share capital of the Company. In case a details such as, name of the bank and branch details,
proxy is proposed to be appointed by a member holding bank account number, MICR code, IFSC code, etc.,
more than 10% of the total share capital of the Company to their DPs in case the shares are held by them in
carrying voting rights, then such proxy shall not act as a electronic form and to the Company’s Registrars and
proxy for any other person or member. A Proxy Form is Transfer Agents, Karvy Fintech Private Limited in case
attached herewith. the shares are held by them in physical form quoting
their Folio Number.
3. Corporate Members intending to send their authorized
representatives to attend the Meeting pursuant to Section 9. If you have shares registered in the same name or in the
113 of the Companies Act, 2013 are requested to send same order of names but in multiple Folios, write to Karvy
to the Company, a certified copy of the relevant Board Fintech Private Limitd to enable consolidation into one
Resolution together with the specimen signature(s) of folio.
their representative(s) who are authorized to attend and
vote on their behalf at the Meeting. 10. Members are advised to register the nomination in
respect of their shareholding in the Company. Nomination
4. The instrument i.e. Proxy form appointing the proxy, Form (SH-13) is put on the Company’s website and can
in order to be effective, must be deposited at the be accessed at link www.gsk-india.com/investors.

11. Pursuant to the provisions of Section 124(5) of the has transferred all shares in respect of which dividend
Act the dividend which remains unclaimed/unpaid for has not been encashed by the members for seven
a period of seven years from the date of transfer to the consecutive years or more to the demat account of the
unpaid dividend account of the Company is required to be IEPF Authority.
transferred to the Investor Education and Protection Fund
(IEPF) of the Central Government. During the financial The Members/claimants whose shares, unclaimed
year, the dividend declared by the Company in respect dividends, etc. have been transferred to the Fund
of the financial year ended 31st December 2011, which is may claim the shares by making an application to IEPF
unclaimed, has been transferred to IEPF. Members who Authority in Form IEPF-5 (available on www.iepf.gov.in)
have not encashed their dividend warrants for subsequent along with requisite fee as decided by the Authority
periods are requested to encash the same immediately. from time to time. The Member/claimant can file only
one consolidated claim in a financial year as per the
12. Pursuant to the provisions of Section 124 (6) of the IEPF Rules and amendments thereto. Company has
Companies Act, 2013 and the Investor Education and transferred 52,068 equity shares on 23rd June 2018
Protection Fund Authority (Accounting, Audit, Transfer and 3,74,796 equity shares issued as Bonus on
and Refund) Rules, 2016, as amended, the Company 18th September 2018 to IEPF.
13. Action required to be taken by the members in case of non-receipt/ non-encashment of dividends:
In case of non-receipt/ non-encashment of dividend warrants, members are requested to correspond with the Company’s
Registered Office / the Registrar and Share Transfer Agent:
Dividend Financial Year Dividend Rate of Dividend Last date for IEPF
Declaration Date per share (`)
66th Dividend 2012 2012 17th April 2013 50 20th June 2020
67th Dividend 2013 2013 19th April 2014 50 22nd June 2021
68th Dividend 2014-2015 1st August 2015 63 4th October 2022
69th Dividend 2015-2016 29th July 2016 50 2nd October 2023
70th Dividend 2016-2017 26th July 2017 30 28th September 2024
71st Dividend 2017-2018 25th July 2018 35 27th September 2025
The Ministry of Corporate Affairs has undertaken 14. The Securities and Exchange Board of India (SEBI)
a “Green Initiative in Corporate Governance” has mandated the submission of Permanent Account
and allowed companies to share documents with its Number (PAN) by every participant in the securities
members through an electronic mode. Amendment to the market. Members holding shares in electronic form
SEBI (Listing Obligations & Disclosures Requirements) are, accordingly, requested to submit their PAN to the
Regulations, 2015 (LODR) permit companies to send Depository Participants with whom they maintain their
soft copies of the Annual Report to all those members Demat accounts. Members holding shares in physical
who have registered their email addresses for the said form should submit their PAN to the Company.
purpose. Members are requested to support this Green
Initiative by registering/updating their e-mail addresses SEBI, vide its Circular No. SEBI/LAD-NRO/GN/2018/24
for receiving electronic communications.
dated June 8, 2018, amended Regulation 40 of SEBI
Listing Regulations pursuant to which after March 31,
The Notice of the AGM along with the Annual Report
2019 transfer of securities could not be processed unless
2018-2019 is being sent by electronic mode to those
the securities are held in the dematerialized form with a
members whose e-mail addresses are registered with
depository.
the Company/Depositories, unless any member has
requested for a physical copy of the same. For members
who have not registered their e-mail address, physical Members holding shares in physical form are requested
copies are being sent by the permitted mode. Members to dematerialize their holdings at the earliest as it will not
may note that this notice and the Annual Report 2018- be possible to transfer shares held in physical mode as
2019 will also be available on the Company’s website per extension of the deadline announced by SEBI.
www.gsk-india.com /Investors/Financials Results.
15. Members who have not registered /updated their email iv. Members may opt for e-voting, for which the USER
addresses with Karvy, if shares are held in physical ID and initial password are provided at the bottom
mode or with their DPs, if shares are held in electronic of the Attendance Slip. Please follow steps from
mode, are requested to do so for receiving all future Sr. No. (1) to (11) under Instruction for e-voting in
communications from Company including Annual the enclosed attendance slip.
Reports, Notices, Circulars etc electronically.
v. The E-voting period commences from 9.00 a.m.
16. Queries on accounts and operations of the Company, if on Friday,19th July 2019 and ends at 5.00 p.m.
any, may please be sent to the Company seven days in on Sunday, 21st July 2019. During this period, the
advance before Meeting so that the reply can be made members of the Company, holding shares either
available at the Meeting.
in physical form or in demat form, as on the cut-
17. Members are requested to bring their physical copy of off date of Tuesday, 16th July 2019 may cast their
the Annual Report to the Meeting. vote electronically. The e-voting module shall be
disabled by Karvy for voting thereafter. Once the
18. All Documents referred to in the accompanying Notice and vote on a resolution is cast by the member, he/she
the Explanatory Statements shall be open for inspection
shall not be allowed to change it subsequently or
at the Registered Office of the Company during normal
cast vote again.
business hours (9.30 a.m. to 5.30 p.m.) on all working days
except Saturdays, Sundays (including Public Holidays) up vi. The voting rights of members shall be in proportion
to date of the Annual General Meeting. to their shares of the paid-up equity share
capital of the Company as on the cut-off date i.e.
19. The route map showing directions to reach the venue of
16th July 2019. A person, whose name is recorded in
the Ninety Fourth AGM is annexed.
the register of members or in the register of beneficial
20. Voting through electronics means owners maintained by depositories as on the
cut-off date only shall be entitled to avail the facility of
In compliance with provisions of Section 108 of the
remote e-voting as well as voting at the meeting. The
Companies Act, 2013 and Rule 20 of the Companies
members who have not cast vote through remote
(Management and Administration) Rules, 2014 as
amended and Regulation 44 of the Securities and e-voting shall be entitled to vote at the meeting.
Exchange Board of India (Listing Obligations and Any person, who acquires shares of the Company
Disclosure Requirements) Regulations, 2015 (“Listing
and becomes member of the Company after
Regulations”), and the Secretarial Standards on General
dispatch of the notice and holding shares
Meetings (SS2) issued by the Institute of Company
as on the cut-off date, may obtain the login
Secretaries of India, the Company is pleased to provide
ID and password by sending a request at
members facility to exercise their right to vote at the
evoting@karvy.com.
94th Annual General Meeting (AGM) by electronic means
(remote e-voting) and the business may be transacted vii. Mr. P. N. Parikh (Membership No. FCS 327) and
through e-voting Services provided by Karvy Fintech failing him Mr. Mitesh Dhabliwala (Membership
Private Limited. No. FCS 8331) of Parikh & Associates, Practicing
i. The facility for voting, either through electronic Company Secretaries has been appointed as the
voting system or ballot paper shall also be made Scrutinizer to scrutinize the remote e-voting as
available at the AGM and members attending the also the voting at the AGM in a fair and transparent
meeting who have not already cast their vote by manner.
remote e-voting shall be able to exercise their right
viii. The Scrutinizer shall, immediately after the
to vote at the meeting.
conclusion of voting at the AGM, first count the
ii. The Members who have already cast their vote by votes cast at the meeting, thereafter unblock the
remote e-voting prior to the AGM would be entitled votes cast through remote e-voting in the presence
to attend AGM but shall not be entitled to vote at the of at least two witnesses not in the employment of
meeting. the Company and make not later than 48 hours
iii. In the event, a member casts his votes through both of the conclusion of the meeting a consolidated
the modes i.e. remote e-voting and voting at the Scrutinizer’s report of the total votes cast in favour
AGM, votes cast through remote e-voting would be or against, if any, to the Chairman or a person
considered and the vote cast at the AGM would be authorized by him in writing who shall countersign
ignored. the same.

ix. The results will be declared at the Registered • Password: Your unique password is printed on the
Office of the Company situated at GlaxoSmithKline Postal Ballot Form/via email forwarded through the
Pharmaceuticals Limited, Dr. Annie Besant Road, electronic notice.
Worli, Mumbai 400030 and the Resolutions will
Enter the Verification code i.e. please enter the alphabets
be taken as passed effectively on the date of
and numbers in the exact way as they are displayed for
Annual General Meeting. The said results along
security reasons.
with the Scrutinizer’s Report shall be placed on
the Company’s website www.gsk-india.com and 3. Please contact Karvy’s toll free No. [1800 3454 001] for
on the website of Karvy www.evoting.karvy.com any further clarifications.
immediately after the result is declared. The
4. After entering these details appropriately, click on
Company shall simultaneously forward the results to
“LOGIN”.
BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE”), where the shares of the 5. Members will now reach ‘Password Change’ menu
Company are listed. The results shall also be wherein they are required to mandatorily change their
displayed on the Notice Board at the Registered login password in the new password field. The new
Office of the Company. password has to be minimum eight characters consisting
of at least one upper case (A-Z), one lower case (a-z),
Instructions for e- voting: one numeric value (0-9) and a special character. Kindly
Members are requested to follow the instructions given below note that this password can be used by the Demat
before they cast their vote throughe-voting: Voting through holders for voting for resolution of any other company on
electronic means. which they are eligible to vote, provided that company
opts for E-voting through Karvy Fintech Private Limited
In terms of the provisions of Section 108 of the Companies E-voting platform. System will prompt you to change your
Act, 2013 (the Act) read with Rule 20 of the Companies password and update any contact details like mobile no.,
(Management and Administration) Rules, 2014 as amended email ID etc. on first login. You may also enter the ‘Secret
(hereinafter called “the Rules” for the purpose of this section Question’ and answer of your choice to retrieve your
of the Notice) and Regulation 44 of the listing obligations password in case you forget it. It is strongly recommended
and disclosure requirements, 2015 (LODR), the Company is not to share your password with any other person and
providing facility to exercise votes on the items of business take utmost care to keep your password confidential.
given in the Notice through electronic voting system, to
6. You need to login again with the new credentials.
members holding shares as on 16th July 2019 being the cut-off
date fixed for determining voting rights of members, entitled 7. On successful login, system will prompt you to select the
to participate in the e-voting process, through the e-voting ‘Event’ i.e. ‘GlaxoSmithKline Pharmaceuticals Limited’.
platform provided by Karvy Fintech Pvt. Ltd. (Karvy).
8. If you are holding shares in Demat form and had logged
on to “https://evoting.karvy.com” and casted your vote
Procedure and instructions for e-voting
earlier for any company where the System Provider was
Karvy Fintech Private Limited, then your existing login ID
The procedure and instructions for E-voting are as follows:
and password given earlier are to be used.
1. Open your web browser during the voting period and 9. On the voting page, you will see Resolution description and
navigate to ‘https://evoting.karvy.com’. against the same the option ‘FOR/AGAINST/ABSTAIN’
for voting. Enter the number of shares (which represents
2. Enter the login credentials (i.e. User-ID & password) number of votes) under ‘FOR/AGAINST/ABSTAIN’ or
mentioned on the Postal Ballot Form. Your folio / DP and alternatively you may partially enter any number in ‘FOR’
Client ID will be your User-ID. and partially in ‘AGAINST’, but the total number in ‘FOR/
AGAINST’ taken together should not exceed your total
User-ID for Members holding shares in Demat Form: shareholding. If the Member does not want to cast,
select ‘ABSTAIN’ after selecting the resolution you have
For NSDL: 8 Character DP ID followed by 8 Digits Client decided to vote on, click on ‘SUBMIT’. A confirmation box
ID. For CDSL: 16 digits beneficiary ID. will be displayed. If you wish to confirm your vote, click
on ‘OK’, else to change your vote, click on ‘CANCEL’ and
For Members holding shares in Physical Form:
accordingly modify your vote.
• EVENT No. followed by Folio Number registered 10. Once you ‘CONFIRM’ your vote on the Resolution, you
with the Company. will not be allowed to modify your vote.
11. In case a person has become the Member of the Company More details of the Directors’ being re-appointed is mentioned
after the dispatch of AGM Notice but on or before the in the Corporate Governance Report.
cut-off date i.e. 16th July 2019, may write to Karvy on the email
ID rajitha.cholleti@karvy.com or to Ms. Rajitha Cholleti, 1. Period:
Contact No. 040-67162222, at [Unit: GlaxoSmithKline Mr. Annaswamy Vaidheesh: 1st October 2019 to
Pharmaceuticals Limited] Karvy Fintech Private Limited, 31st March 2020
Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli,
Financial District, Nanakramguda, Serilingampally, Mr. Raju Krishnaswamy: 1st August 2019 to 31st July 2022
Hyderabad, Telangana 500 032, requesting for the
User-ID and Password. After receipt of the above 2. Nature of Duties:
credentials, please follow all the steps from Sr. No. (1) to Mr. Annaswamy Vaidheesh, Managing Director, shall
(10) as mentioned above, to cast the vote devote the whole of his time and attention to the business
of the Company. He shall have control of and full executive
responsibility for the general conduct and management of
By Order of the Board of Directors
the business and affairs of the Company. He shall exercise
all such powers as may be granted and entrusted to or
A. A. Nadkarni
required by him for the proper performance, discharge and
Company Secretary
execution of his duties. He shall at all times be subject to
ACS 11026
the superintendence, control and direction of the Board of
Directors of the Company.
Mumbai, 20th May 2019
Registered Office:
Mr. Raju Krishnaswamy, Whole-time Director, shall devote
Dr. Annie Besant Road,
the whole of his time and attention to the business and
Worli, Mumbai 400 030.
affairs of the Company and shall perform and discharge
all such duties and responsibilities as may from time to
EXPLANATORY STATEMENT PURSUANT TO
time be assigned and entrusted to him by the Managing
SECTION 102 OF COMPANIES ACT, 2013
Director. He shall be accorded and shall possess and
Item No. 4 & 5 exercise all such powers as may be required by and be
Mr. Annaswamy Vaidheesh, 60, has completed Bachelor granted to him for the proper performance, discharge and
of Physics, from Madras University and has done his execution of his duties and responsibilities. He shall at
master’s degree in Marketing Management from Bombay all times be subject to the superintendence, control and
University and has 32 years of experience. He is an direction of and shall be responsible and accountable
Honorary Fellow of The Association of Minimal Access directly to the Managing Director and shall in all respects
Surgeons of India and is a Certified Process Excellence comply with all his lawful directions.
Black Belt. At the Board Meeting held on 4th February 2019,
as recommended by the Nomination and Remuneration 3. Remuneration:
Committee, Mr. Annaswamy Vaidheesh (DIN: 01444303) was Mr. Annaswamy Vaidheesh and Mr. Raju Krishnaswamy
re-appointed as Managing Director of the Company for the shall be entitled to the following emoluments, benefits
period from 1st October 2019 to 31st March 2020 subject to and perquisites during the period of their employment
the approval of the members. He does not hold any shares in subject to the ceiling limits laid down in Section 197 and
the Company and has attended six Board Meetings during the Schedule V of the Companies Act, 2013:
year. He is also a Director in Biddle Sawyer Limited.
(i) Mr. Annaswamy Vaidheesh: Salary not exceeding
Mr. Raju Krishnaswamy, 54, has completed his B. Pharm ` 38.50 lakhs per month to be fixed by the Board of
from JSS College of Pharmacy, Ooty and has done MBA from Directors from time to time.
ICFAI. He has 29 years of experience. He was first appointed Mr. Raju Krishnaswamy: Salary not exceeding
as Director on 1st August 2011, at the Board Meeting held ` 13.50 lakhs per month to be fixed by the Board of
on 27th March 2019, as recommended by the Nomination Directors from time to time.
and Remuneration Committee, Mr. Raju Krishnaswamy
(ii) Performance Bonus will be allowed in addition
(DIN: 03043004) was re-appointed as Whole-time
to salary according to the Scheme framed by the
Director of the Company for a period of three years from
Company. The amount payable for each financial
1st August 2019 subject to the approval of the members. He
year or part thereof will be decided by the Board
does not hold any shares in the Company and has attended
or a Committee thereof from time to time in its
six Board Meetings during the year. He is also a Director in
absolute discretion but shall not exceed an amount
Biddle Sawyer Limited.
equal to 100% of the salary for the relevant period.

Performance Bonus will not be included as part of shall be entitled to the benefits provided under
Salary for the purpose of making contributions to the said Scheme and the rules, regulations and
the Provident Fund and Pension Fund. bye-laws of that Scheme, for the time being in
force, shall apply to them. Provided that the
(iii) Long Term Incentive Plan (Share Value Plan),
Company’s contribution to the Provident Fund
Share Option Plan and Performance Share Plan
and the Pension Fund will not be included in
benefits as per the schemes are applicable to the
the computation of the ceiling on perquisites to
Senior Managers of the GlaxoSmithKline Group
the extent these either singly or put together
companies. The amount payable for each financial
are not taxable under the Income Tax Act.
year or part thereof will be approved by the Board or
a Committee thereof. The Managing Director and the Whole-time
Director shall be entitled to annual leave (which
(iv) Perquisites: leave shall be on full salary with all benefits and
(A) In addition to payments under (i), (ii) & (iii) amenities) and gratuity which shall be paid as
above, the Managing Director and the Whole- per the Company’s rules and will not be included
time Director will be entitled to perquisites in the computation of the ceiling on perquisites.
and allowances including provision of rent- Encashment of leave at the end of the tenure
free furnished residential accommodation or will be permitted in accordance with the rules
house rent allowance of upto 50% of salary in of the Company and will not be included in the
lieu thereof for the Managing Director and of computation of the ceiling on perquisites.
such house rent allowance in lieu thereof as (c) (i) The Company shall provide and make
may be approved by the Board or Committee available to the Managing Director and the
thereof for the Whole-time Director, medical Whole-time Director, a car of such make,
reimbursement and hospitalization insurance as may from time to time be determined
for the Managing Director and the Whole-
by the Company, and a driver, and shall
time Director and their families, leave travel
bear and pay all garage rent, repairs,
concession/allowance for the Managing
maintenance, running and other costs
Director and the Whole-time Director and
and charges whatsoever, in connection
their respective families, club fees (subject
with the use of such car aforesaid by the
to a maximum of 2 clubs and not including
Managing Director and the Whole-time
admission and life membership fees), Personal
Director respectively.
Accident Insurance cover and any other
general or specific allowance and/or perquisite (ii) The Company shall provide the Managing
in accordance with the rules of the Company or Director and the Whole-time Director
as may be agreed to by the Board of Directors with telecommunication facilities at
and the Managing Director and the Whole-time their residence. Provision of a car
Director respectively. for use on Company’s business and
telecommunication facilities at residence
For the above purposes (a) the expenditure
will not be considered as perquisites.
incurred by the Company on gas,electricity,
Personal long distance calls on telephone
water and furnishings will be valued as per
and use of the car for private purposes
the Income Tax Rules, 1962 and (b) “family”
shall be recovered by the Company from
means the spouse and dependent children
the Managing Director and Whole-time
of the Managing Director and the Whole-time
Where in any financial year, the Company
The amount of the aforesaid perquisites and
has no profits, or its profits are inadequate,
allowances will be restricted to an amount equal
the remuneration payable to the Managing
to the annual salary of the Managing Director
Director and the Whole-time Director will be
and the Whole-time Director respectively.
in accordance with the provisions of Section II
(B) The Managing Director and the Whole-time of Part II of Schedule V to the Companies Act
Director shall be members of the Company’s 2013, as may be amended from time to time.
Provident Fund and the rules, regulations and
bye-laws of this Fund, for the time being in force, 4. In the event of any increase in the limits of the emoluments,
shall apply to them. The Managing Director and benefits and perquisites payable in accordance with the
the Whole-time Director will be members of the laws, policies, rules, regulations or guidelines in force
Glaxo India Limited Pension Fund Scheme and from time to time, the Company may, in its discretion,
increase the remuneration payable to the Managing of Nomination and Remuneration Committee it is proposed to
Director and the Whole-time Director respectively, re-appoint Mr. P. V. Bhide, Mr. N. Kaviratne, Mr. A. N. Roy and
subject to obtaining such approvals as may be required. Mr. D. Sundaram as Independent Directors for a second term
of five consecutive years from 30th March 2020, pursuant to
5. Other Terms: Section 149 and other applicable provisions of the Companies
(i) They shall not become interested or otherwise Act, 2013 and the Rules made thereunder and subject to the
concerned directly or through their wife and/ approval of the members. They shall not be liable to retire
or minor children in any selling agency of the by rotation. The Company has received individual notices in
Company without the prior approval of the Central writing pursuant to Section 160 of the Companies Act, 2013
Government. proposing their candidature for the office of Director of the
Company. The details required under Regulation 36(3) of
(ii) They shall be entitled to reimbursement of all actual SEBI (Listing Obligations and Disclosure Requirements)
expenses including on entertainment and travelling Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial
incurred in the course of the Company’s business. Standard on General Meetings issued by the Institute of
Company Secretaries of India are provided in Corporate
(iii) Their appointment may be terminated by the
Governance Report.
Company or by them by giving not less than
six months’ prior notice in writing in case of the
The Company has received declarations from Mr. P. V. Bhide,
Managing Director and three months’ prior notice in
Mr. N. Kaviratne, Mr. A. N. Roy and Mr. D. Sundaram, in terms
writing in case of the Whole-time Director.
of Section 149 of the Act and the Rules made thereunder
(iv) The Agreements also set out the mutual rights and and SEBI LODR, 2015 stating that they are qualified to be
obligations of the Company with Mr. Annaswamy re-appointed as Independent Directors of the Company.
Vaidheesh and Mr. Raju Krishnaswamy respectively.
In the opinion of the Board, Mr. P. V. Bhide, Mr. N. Kaviratne,
In compliance with the applicable provisions of the Mr. A. N. Roy and Mr. D. Sundaram fulfil the conditions
Companies Act, 2013, Ordinary Resolutions as set specified in the Companies Act, 2013 and Rules made there
out in items 4 & 5 of the accompanying Notice is now under for their re-appointment as Independent Directors of the
being placed before the members in the General Company. They are independent of the management.
Meeting for their approval. None of the Directors,
Key Managerial Personnel of the Company or their In compliance with the provisions of Section
relatives other than Mr. Annaswamy Vaidheesh and 149 and the Rules framed there under read with
Mr. Raju Krishnaswamy, are, in any way, concerned Schedule IV to the Act, and regulations 17 of SEBI
or interested, in the Ordinary Resolutions set out in Listing Regulations and other applicable Regulations,
Item No. 4 & 5 of the Notice. the re-appointment of Mr. P. V. Bhide, Mr. N. Kaviratne,
None of the aforesaid Directors have any Mr. A. N. Roy and Mr. D. Sundaram as Independent Directors
relationship with any other Directors or Key is now being placed before the Members at the General
Managerial Personnel or Manager of the Company. Meeting, for their approval.
The drafts of the Agreements proposed to be A copy of the draft letter of Appointment with each of them as
entered into with Mr. Annaswamy Vaidheesh and an Independent Director setting out the terms and conditions
Mr. Raju Krishnaswamy are open for inspection would be available for inspection without any fee by the
at the Registered Office of the Company between members at the Registered Office of the Company during
09.30 a.m. and 5.30 p.m. on all working days except normal business hours on any working day.
Saturdays, Sundays (including Public Holidays).
The Board considers that their continued association would be
The Board of Directors recommend the Ordinary
of immense benefit to the Company and it is hence desirable to
Resolutions set out in Item Nos. 4 & 5 of the Notice
continue to avail services of Mr. P. V. Bhide, Mr. N. Kaviratne,
for approval by the Members.
Mr. A. N. Roy and Mr. D. Sundaram as Independent Directors.
Item No. 6 to 9: None of the Directors, Key Managerial Personnel of the
In terms of Section 149 of the Companies Act, 2013 and SEBI Company or their relatives other than Mr. P. V. Bhide,
Listing Regulations, an Independent Director shall hold office Mr. N. Kaviratne, Mr. A. N. Roy and Mr. D. Sundaram, are, in
for a term of five consecutive years on the Board. Further, the any way, concerned or interested, in the Special Resolutions
provisions relating to retirement of Directors by rotation do not set out in Item No. 6 to 9 of the Notice.
apply to the appointment of Independent Directors.
Accordingly, the Board recommends the special resolutions
In view of the above and based on the performance evaluation as set out in Item Nos 6 to 9 of the Notice for the approval of
of the Independent director and as per the recommendation the members of the Company.

Item No. 10:

The Board of Directors of the Company on the recommendation The Board of Directors recommend the Ordinary Resolution
of the Audit Committee approved the appointment and set out in Item No. 10 of the Notice for approval by the
remuneration of R Nanabhoy & Company, Cost Accountants, Members.
to conduct the audit of the cost records of the Company for
the financial period ended 31st March 2019. In terms of the
provisions of Section 148(3) of the Companies Act, 2013 read By Order of the Board of Directors
with Rule 14(a) (ii) of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor is
A. A. Nadkarni
to be ratified by the Members of the Company. Accordingly, the
Company Secretary
Members are requested to ratify the remuneration payable to
ACS 11026
the Cost Auditors as set out in the Resolution for the aforesaid
services to be rendered by them.
None of the Directors, Key Managerial Personnel of the Registered Office:
Company and their relatives, are in any way concerned or Dr. Annie Besant Road,
interested in the said Resolution. Worli, Mumbai 400 030.
Location of Annual General Meeting Hall
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Director’s Report
The Directors have pleasure in submitting their Report for be paid on or after 22nd July 2019. If approved by the
the year ended 31st March 2019. members at the Annual General Meeting, the Dividend
will absorb `408 crores inclusive of the Dividend
1. FINANCIAL RESULTS FOR THE YEAR ENDED Distribution Tax of ` 70 crores borne by the Company.
31ST MARCH 2019
The Board of the Directors of the Company have
` in lakhs approved the Dividend Distribution Policy on
Year ended Year ended 27th October 2016 and it is available on the Company
31st March 31st March website http://www.gsk-india.com/investor-Policies.
2019 2018
Revenue from operations 3128,53.46 2895,88.02 3. BONUS
Sale of Products 3089,48.40 2820,03.24 The Company has allotted fully paid up equity shares of
` 10 each during the quarter ended 30th September 2018,
Other operating revenue 39,05.06 75,84.78
pursuant to a bonus issue in ratio 1:1, as approved by
Other Income 101,47.84 53,52.01 the members through postal ballot. 8,47,03,017 Bonus
Total Income 3230,01.30 2949,40.03 shares have been issued by capitalization of profits
Profit before Exceptional 658,81.75 523,78.50 transferred from general reserve.
items and Tax
4. MANAGEMENT DISCUSSION & ANALYSIS
Add: Exceptional Items 4,88.88 17,79.85
(a) Finance and Accounts
Profit before Tax 663,70.63 541,58.35
We are pleased to report that FY 2018-19 was a year
Less: Income tax expenses 238,34.58 189,59.58 of good financial performance for your Company
Profit for the year 425,36.05 351,98.77 and was also a year in which the strategic shape
Add: Opening balance of 1113,21.12 1067,06.32 of your Company in the coming years has been
Retained earnings from re-defined. We delivered almost double digit growth
the previous year in sales, high double digit growth in profits which is a
turn around arising out of the revised strategy. Your
Less: Transactions with
Company strives to drive profitable volume growth
owners of the company:
in a competitive and partly price-controlled generic
Dividend paid on Equity 357,39.89 305,83.97 market with an underlying focus on delivering quality
Shares (including tax products to patients. Our new commercial model,
on distributed Profits) with increased focus on our priority brands and a new
(` 17.5 Per Share for FY trade channel strategy is working well. Furthermore,
2017-2018 and ` 15 Per the company is enhancing its technological
Share for FY 2016-17, capabilities to optimise its medical and field force
retrospectively adjusted engagement with healthcare professionals, which
for September 2018 has been reflected in our results.
bonus issue)
Balance of Retained earnings 1181,17.28 1113,21.12 We continue to maintain our industry leading
at the end of the reporting presence in Vaccines. Our new vaccine, Infanrix
period (excluding Other Hexa® launched during the year, featured among
comprehensive income) the Industry Top-20 vaccines list in its first year.
This conjugate vaccine helps protect infants against
infections caused by diphtheria, tetanus, pertussis,
2. DIVIDEND
hepatitis B, poliomyelitis, and disease caused by
Your Directors are pleased to recommend a Dividend of Haemophilis influenzae type b.
` 20 per Equity share for the year (previous year ` 17.5
per Equity share, retrospectively adjusted for September One of the highlights of this year, is the launch of
2018 bonus issue). The Dividend for the year ended Nucala® (Mepolizumab), a humanised monoclonal
31st March 2019 is subject to the approval of members antibody which is indicated as an add-on treatment for
at the Annual General Meeting on 22nd July 2019 and will severe refractory eosinophilic asthma in adult patients.

Revenue from operations of ` 3129 crores land. Your Company continues to look for ways and
increased by 8% in value terms for the year means of deploying accumulated cash balances as
ended 31st March 2019 as compared with the at 31st March 2019 which remain invested largely in
previous year. Revenue from sale of products of bank deposits.
` 3089 crores increased by 10% for the year ended
31st March 2019 as compared with the previous There are no loans guarantees given, securities
year. The Revenue is deflated arising from impact provided and investments covered under Section 186
of divestments and discontinuations to the portfolio of the Companies Act, 2013. Your Company has not
and the impact of GST rates effective 1st July 2017. accepted any fixed deposits during the year. There
The underlying Sales growth, adjusting for tail-end was no outstanding towards unclaimed deposits
brand rationalisation and divestments, is a healthy payable to depositors as on 31st March 2019.
12% and is driven by our priority brands.
There are no significant or material orders passed by
Decline in other operating revenue primarily the Regulators, Courts or Tribunals which impact the
reflected the transfer out of heads performing going concern status of the Company and its future
activities on behalf of other group companies. operations, nor are there any material changes and
commitments affecting the financial position of the
The increase in other income primarily reflected Company as on the date of this report.
interest on Income tax refund, liabilities written
(b) Pharmaceuticals Business Performance and
back payable to a group company and increase in
Outlook
interest earnings on deposit with banks.
During 2018, your Company put in place an optimal
Expenses were managed below inflation due to commercial model to deliver sustainable profitable
operating efficiencies and back end simplification. growth. At the core of this model, is the principle of
A focused drive to improve efficiencies, use of smart putting energy where it matters - focus and efficiency
technology, cost reduction and a positive product - to accelerate growth. Therapy areas were identified
mix has resulted in our EBITDA margin improving for sharp focus, namely, anti-infectives, dermatology,
by 2 percentage points versus previous year. respiratory, gastro-intestinal and anti-pyretic. Your
Company’s product portfolio was optimized, with
Profit Before Exceptional Items and Tax amounted to 20 focus brands to be actively promoted to the
` 659 crores and margins were at 21% of Revenue customers, healthcare professionals (HCPs).
Sales teams were optimized, with investment to
from operations for the year as compared to the prior
increase numbers, build capabilities, and strengthen
year of 18%. Exceptional items for the year ended
engagement of the trade channel. This led to an
31st March, 2019 of ` 5 crore income comprises of
increase in share of voice (SOV) for focus brands as
` 43 crores on sale of property and ` 5 crores on sale
also, an increase in the number of touchpoints in the
of brands net of impairment charge on investment
engagement of HCPs.
held in wholly owned subsidiary (Biddle Sawyer
Limited) of ` 23 crores and a charge of ` 20 crores
The emphasis on enhancing customer experience
on account of restructuring of the commercial and
through multi-channel marketing brought about a
manufacturing organisation. Profit After Tax at ` 425 transformational increment in customer touchpoints
crores is higher by 21% against the prior year period. in the Primary Care business. Over 17 million HCP
touchpoints were reached through various channels
Cash generation from Operations continued to like webinars, e-mails, text messages, virtual calls,
remain strong this year and is in line with business and the GSK Pro platform. Your Company’s major
performance. To support the long-term strategy, Primary Care brands are growing faster than the
your Company is making progress in construction of Indian Pharmaceutical Market. The Evolution Index
its new manufacturing plant at Vemgal, Bengaluru. for certain top brands were: Augmentin at 106;
Your Company spent ` 291 crores as capital Ceftum at 109; Eltroxin at 101 and CCM at 105.
expenditure, mainly for the new Vemgal plant.
During the previous year the Company had received Your Company maintained its leadership in the
` 552 crores in advance towards disposal of Thane Dermatology segment in the Indian Pharmaceutical
Land. The transfer will conclude against obtaining Market during the year. Within the GSK global
all relevant statutory and other approvals/consents/ dermatology franchise as well, your Company
permissions as required in law. The amount received continued to maintain its lead with the maximum
has been accounted as advance against sale of HCP engagements for the year under consideration.
The BRIDGE (Bringing Insights from Dermatology Your Company continues to promote maternal
Group of Experts) forum saw an encouraging immunisation against pertussis with Boostrix. With
response from the dermatologists’ fraternity with this indication, your Company now has a better
over 450 HCPs engaged across 17 cities over the presence in the vaccines for women segment. Your
year. Your Company doubled the feet on street of Company is also partnering with FOGSI (Federation
cosmeceutical range of products, reaching out to of Obstetric and Gynaecological Societies of India)
new geographies and more HCPs with a winning and IAP (Indian Academy of Pediatrics), professional
strategy. The team continues its endeavour to organizations representing practitioners of obstetrics
increase awareness amongst patients on the and gynaecology and paediatricians, respectively,
dangers of self-medication and the appropriate in India, to drive awareness among women, for
use of steroids through face-to-face differential
vaccination against maternal & neonatal pertussis.
diagnosis workshops and educational videos.
An emerging area of focus will be raising awareness
Your Company is forging ahead on the innovation
about vaccination for school-going kids who may
front, with the recent launch of Nucala, a biologic
have either missed childhood vaccines or may be
for severe refractory eosinophilic asthma in adults.
due for certain vaccines.
India has around 30 million asthma patients and
Nucala will bring significant relief to those among
(c) Opportunities, Risks, Concerns & Threats
them who suffer from severe eosinophilic asthma.
In addition, this breakthrough innovation will also In the interim budget 2019, the government has
strengthen the respiratory portfolio to better serve increased allocation for the Ayushman Bharat
the patients. The commercial and medical teams Scheme, also known as Pradhan Mantri Jan Arogya
are actively engaging with pulmonologists in the Yojana (PMJAY), from ` 4,000 crore in 2018-2019
country to disseminate the robust data on Nucala. to ` 6,400 crore for 2019-2020. But given the large
out-of-pocket expenditure, the question is will this be
As part of our new focused approach, your enough.
Company is also harnessing the power of Digital
Data Analytics, as Your Company evolves and Quality in general is a comparison to standards.
aspires to a state of transformation, whereby highly Pharmaceutical quality is very specific because
credible scientific data, digital tools, and experiential for each pharma product like a tablet or capsule,
learning will significantly improve HCP engagement there are specifications. A uniform standard needs
and experience. to be adhered to, in terms of aesthetics as well
as functionality of the medicine, to ensure patient
Preventive healthcare - Vaccines
safety is not compromised. Efficacy of drugs is
In preventive healthcare, your Company continues big on Your Company’s agenda to ensure quality
to be the No. 1 vaccines company in the self-pay healthcare. Your Company always advocated good
segment with a 30% value market share. Your manufacturing practice (GMP) as a step to ensure
Company began marketing vaccines in India more that drugs are consistently produced and controlled
than 25 years ago and currently markets 8 vaccines according to quality standards. GMP is designed to
for varied age groups - infants, adolescents and minimise the risks involved in any pharmaceutical
adults. The vaccines self-pay market is currently
production like unexpected contamination of
estimated to be ` 2200 crore (IMS MAT Feb 2019) and
products, causing damage to health; incorrect
is growing at around 13%. Eight of your company’s
labels on containers, which could mean that patients
vaccines feature in the Top-20 list of vaccines in the
receive the wrong medicine; insufficient or too much
self-pay market (IMS MAT Feb 2019).
active ingredient, resulting in ineffective treatment
It has been seven years since the launch of or adverse effects. GMP covers all aspects of
Synflorix, your Company’s pneumococcal vaccine. production; from the starting materials, premises
Since then, your Company has distributed more and equipment to the training and personal hygiene
than ten million (one crore) doses protecting kids of staff. Your Company believes that there must be
against pneumococcal diseases. Pneumococcal systems to provide documented proof that correct
disease is the No. 1 cause of vaccine-preventable procedures are consistently followed at each step
deaths, according to 2008 estimates of the WHO in the manufacturing process - every time a product
(World Health Organization). During the year, to is made. The Uniform Code for Pharmaceuticals
increase public awareness on the dangers of this Marketing Practices (UCPMP) which is awaited final
disease among parents, your company conducted a government approval is also a step forward in this
mass TV and digital campaign. direction.

As the future of medicine is evolving into personalised These approvals will enable timely access to new
medicines, immuno-oncology and speciality and innovative therapeutic options to patients in our
drugs, an ecosystem that fosters innovation is country as well as improve compliance to treatment
critical for addressing the unmet medical needs. of existing formulations with new pack presentation
In this backdrop, Your Company looks forward to and strength.
the government’s efforts to continue investing in
the Ayushman Bharat Scheme and increase the Medical Affairs & Medical Governance
healthcare budgets to 3.5% of GDP. Your Company Your Company’s medical team, including disease
will continue to collaborate with policy makers area experts and the field-based medical team,
in creating an ethical, responsible and inclusive have had a robust external engagement during
healthcare ecosystem. the year by delivering more than 600 scientific
presentations through GSK standalone scientific
(d) Regulatory Affairs promotional meetings (SPMs), reaching close to
During the year under review, to support the 20,000 HCPs. In addition, the team conducted more
commercial availability of new drugs and vaccines than 2500 scientific one-on-one interactions with
that would benefit and improve the quality of life HCPs focusing on patient benefit. 95% of HCPs
of Indian patients suffering from various diseases, have stated that the interaction with your company’s
your Company submitted necessary applications for medical team, during these meetings, has helped
new products in India to the CDSCO (Central Drugs them to take a more informed decision that benefits
Standard Control Organisation), Ministry of Health patient care. Your company’s internal medical team
and Family Welfare, Government of India. was invited as speakers for several national as well
as state-level medical conferences for scientific
Some of the applications made were, to register a deliberations, thus strengthening trust in your
quadrivalent Inactivated Influenza Vaccine (Fluarix company as a science-led organisation.
Tetra) for active immunisation of adults and children
from 6 months of age for the prevention of influenza In the anti-infective arena, leveraging digital
disease caused by the two influenza A and B viruses. technologies, your company conducted a pan-
In addition, applications were made to register the India webcast, in collaboration with Association of
Fluticasone Propionate range of inhalation products, Healthcare Providers of India (AHPI), connecting
that is, Fluticasone Propionate pressurised metered- 8000 HCPs of various specialties-General
dose inhalation (Flixotide Evohaler) for Asthma Practitioners, ENTs, Internal Medicine specialists,
and Fluticasone Propionate Powder for Inhalation Pulmonologists and Paediatricians - to spread
(Flixotide Accuhaler) for Asthma and COPD. An awareness on anti-microbial resistance (AMR) and
application was also submitted for grant of marketing sensitise HCPs on appropriate antibiotic usage.
authorisation of a new anti-malarial drug, Tafenoquine In addition, your Company’s internal medical
succinate and its tablet formulation which is indicated team also conducted 250 Appropriate Antibiotic
for the radical cure (prevention of relapse) of Prescribing (AAP) scientific meetings across India
Plasmodium vivax malaria to support GSK’s Global last year.
Health programme.
The “Differential diagnosis campaign” is an important
After a thorough review of its applications, your initiative driven by your company’s Internal medical
Company has received an approval of Mepolizumab team that focuses on the accurate diagnosis of
Powder for solution for injection (Nucala) for the common skin conditions by general practitioners
treatment of severe refractory eosinophilic asthma who are the first point of contact for the patient with
and has launched the product in the Indian market. dermatological conditions. For this, the team reached
out to almost 4000 primary care physicians in 180
In addition, your company has also introduced a meetings through face-to-face and digital mediums.
new pack presentation of its Augmentin DDS (fixed
dose combination of Amoxycillin and Potassium Your Company’s medical team met key respiratory
Clavulanate Oral Suspension) co-packed with water external experts, in a series of meetings - advisory
for reconstitution and Calpol tablets in a new jar boards, round tables, scientific promotional meetings
pack. Your company has also obtained necessary (SPMs), national and regional conferences, severe
approval from the Aurangabad Food and Drug asthma forums and workshops, and one-on-one
Administration, Maharashtra, for the manufacture meetings on severe asthma. These scientific
of a new line extension of its anti-fungal drug, engagements will help pave the path for the effective
Griseofulvin 500mg Tablets (Grisovin). management of severe eosinophilic asthma in India.
(e) Internal Control Framework information. The IFC implementation required all
Your Company conducts its business with integrity processes of your Company to be documented
and high standards of ethical behavior and in alongside the controls within the process. All
compliance with the laws and regulations that processes were satisfactorily tested for both design
govern its business. The Internal Control Framework and effectiveness during the year.
(the Framework) is a comprehensive enterprise-
wide risk management model and supports the Furthermore, your Company continues its annual
continuous process of identification, evaluation and Independent Business Monitoring (IBM). The
management of the company’s risks. The framework IBM Framework is designed by the GSK Group
is supported by standard operating procedures, requiring a regular review of activities, data,
policies and guidelines, including suitable monitoring exceptions and deviations to continuously monitor
procedures and self-assessment exercises. Your and improve the quality of operations. It is a risk-
Company leverages best practices in the field of based enterprise approach ensuring consistency,
risk management and controls by drawing on global quality, transparency and clear accountability of
standards designed by its parent company, the GSK Risk Management and Internal Controls across all
Plc group. In addition to the external statutory audit, business units. In addition, your Company has an
the financial and operating controls of your company active tracking of all agreed remedial actions and
at various locations are reviewed periodically by the ensures that corrective actions are addressing
internal auditors, to report significant findings to the underlying root causes. Your Company expects all
Audit Committee of the Board. employees to act transparently, respectfully and
with integrity and to put the interests of patients
The annual internal audit plan is reviewed and and consumers first always. Your company aims to
approved by the Audit Committee and the Head put these core values at the heart of everything it
of Internal Audit has a direct reporting line to the does and every decision it makes. The GSK Code
Audit Committee. The Audit Committee reviews the of Conduct and accompanying training seek to
adequacy and effectiveness of the implementation ensure everyone has a solid understanding on how
of audit recommendations, including those relating to implement and uphold the values in practice.
to strengthening your company’s risk management
policies and systems. Compliance with laws and As part of the due diligence activities for onboarding
regulations is also monitored through a matrix vendors and third parties engaged by the company,
of a well-laid down framework which requires vendors are required to confirm adherence to our
individual functions to confirm and report statutory corporate values and third-party Code of Conduct
compliances on all laws and regulations, concerning as part of a detailed ‘Third Party Oversight’ (TPO)
their respective functions, and which gets integrated process. As an annual exercise, your Company’s
with the overall compliance reporting on all laws senior executives review and confirm adherence
and regulations for the purposes of review and to GSK’s Internal Control Framework. Mandatory
monitoring by the Audit Committee. training on the Code of Conduct helps your
Company’s employees gain the confidence to make
As required by the Companies Act 2013, your the right decisions and become familiar with the
Company has implemented an Internal Financial policies and procedures applicable to their areas of
Control (IFC) Framework. Section 134(5)(e) operation, avoid any conflicts of interest and report
requires the Directors to make an assertion in all unethical and illegal conduct.
the Directors Responsibility Statement that your
Company has laid down internal financial controls, During the year, Part 1 of the enterprise-wide ‘Living
which are in existence, adequately designed and our Values’ training was issued to your employees
operate effectively. Under Section 177(4)(vii), the and complementary workers. The training included
Audit Committee evaluates the internal financial scenarios which explored our values and their
controls and makes a representation to the Board. application to the company’s ways of working,
The purpose of the IFC is to ensure that policies and including the awareness of our enterprise risks and
procedures adopted by your Company for ensuring Speak Up mechanism. Part 2 of the training focused
the orderly and efficient conduct of its business are on several critical risks, including Privacy and Anti-
implemented, including policies for safeguarding bribery & Corruption (ABAC). Strong oversight
its assets, prevention and detection of frauds and and self-monitoring policies and procedures
errors, accuracy and completeness of accounting demonstrate your Company’s commitment to the
records, and timely preparation of reliable financial highest standards of integrity.

Your Company’s policies and updated Global Your company has in place, a whistle blower policy,
Code of Practice for Promotion and Customer with a view to provide a mechanism for its employees/
Interactions prescribe the nature of practices and external stakeholders to approach Local/Group
prohibits specifically those which are unethical. Your management or the Chairman of Audit Committee
Company is a signatory to the OPPI (Organisation (accindrx.audicomitteechairmangskindiarx@gsk.
of Pharmaceuticals Producers in India) Code of com) in case of any grievance or concern. The
Marketing Conduct. Whistle Blower policy can be accessed on your
Company’s website [http://india-pharma.gsk.com/
Risk Management en-in/investors/shareholder-information/policies].
Your Company has a Risk Management and
Compliance Board (RMCB), a team of senior (f) Human Resources
leaders, responsible for promoting the local ‘tone Your Company, in the year under consideration,
from the top’ and risk culture, as well as ensuring focused on enabling the organisation to
effective oversight of internal controls and risk deliver on its strategic priorities linked to
management process. Each principal risk has an Innovation, Performance, Trust (IPT), supporting
assigned risk owner accountable for management managers in their journey to be ‘Brilliant Managers’
of the risk, including setting of risk mitigation plans, and embedding several initiatives aligned to your
their implementation and reporting their approach Company’s commitment to be a Modern Employer.
and progress to the RMCB on a regular basis. The
Risk Management Framework covering business, Organizational Culture
operational and financial risks is also reviewed An important part of Trust is for your Company is
annually by the Risk Management Committee. At to be a modern employer, underpinned by brilliant
present, in the opinion of the Board of Directors, managers and technology. Your Company want
there are no risks which may threaten the existence to represent the modern world that we live, work
of the Company. and compete in, so every single employee can
feel supported when they come to work and give
Vigil Mechanism the best of themselves every day. In 2018, your
Your Company is committed to creating an ethical, Company launched the modern employer initiative
values-driven culture, in which issues are responded with three key pillars.
to swiftly and transparently. Your Company
expects everyone at GSK to live our values and • BeYou: Focus on inclusion and diversity as
expectations, speak up if they have any concerns, when we combine our knowledge, experiences
and engage appropriately with stakeholders. Your and styles together, the impact is incredible.
Company also extends these ethical expectations One way your Company aims to achieve
to the third parties they work with. Your Company this is through Employee Resource Groups,
has a Speak Up programme, which offers people including our LGBT+ network Spectrum and
within and outside GSK, a range of channels to the Women’s Leadership Initiative.
voice concerns and report misconduct. The Speak
• FeelGood: Focus on wellbeing with the
Up culture and procedures encourages everyone
flexibility to manage our lives, as then we can
to raise concerns about potential unethical or
thrive and do great things at work and home.
illegal conduct and assures confidentiality and
protection from retaliation, retribution or any form • KeepGrowing: Focus on learning and
of harassment to those reporting such concerns. development as when we grow as individuals,
Confidential Speak Up integrity line phone numbers we grow as a business.
are available to people within and outside of your
Company. An independent company manages these The GSK Culture Survey continued to be
reporting lines and calls are logged through their administered twice in the year to garner feedback
central system to ensure integrity of the programme. from employees. For India, engagement scores
Your Company endeavours to treat all questions or remained more than 90% against the backdrop of
concerns about compliance in a confidential manner, transitioning to a new business model. To reinforce
even if the person reporting a question or concern our commitment of keeping your Company’s values
identifies themselves. Your Company also has a at the heart of everything that we do, your Company
well-laid down process to prevent, take disciplinary launched the ‘Values in Action’ workshop for all
action and deter acts of sexual harassment. second line sales leaders, which soon be extended
to first line sales leaders. As a part of the ‘Brilliant The Partnership for Prevention (P4P) programme
Manager’ initiative, your Company launched the which offers around 40 preventive healthcare
Manager One80 survey, a feedback tool to be services at very little or no cost to its employees;
taken by team members. This will give managers Employee assistance programme; Energy and
an opportunity to get feedback and grow, brilliant Resilience learning offerings for employees and
managers being those who (i) know their people managers; Personalised fitness and nutrition
(ii) deliver results and (iii) maximise potential. consultation, customised programmes, group
participation in marathons and sports events and
Recognition is part of your Company’s culture leader-led running and trekking. ‘Orange Day’
where your Company looks to celebrate each and ‘Pulse’ programmes are aimed at enabling
other’s achievements in line with our organisation’s employees to give back to the society: During
strategic goals. Leaders recognise and reward the year under consideration, eight employees
employees, both in forums and in informal participated in the PULSE programme.
conversations, which serves as a motivating factor
and guidance for desired workplace behaviors and Keep Growing-Capability Building
exceptional individual and team performance. Development is part of one of Your Company’s four
expectations (others being Courage, Teamwork
To stay connected with our colleagues across and Accountability) and core to our organisational
the world and to share best practices in real time,
DNA. Your Company offers a wide range of learning
your organisation launched an online platform
resources and tools to support individual or team
- Workplace by Facebook. This is an amazing
development needs.
opportunity to transform the way we work together
and accelerate the delivery of IPT and needed During the year, your Company continued leveraging
culture change at GSK. This gave the opportunity the global talent programmes like Asia Leadership
to stay connected and make our online community Programme for Emerging Leaders, Accelerating
even bigger and more engaged. Difference Programme, Job Plus Coaching for
building specific capabilities and global leaders.
Diversity and Inclusion
Your Company’s past efforts in nurturing internal
The Women’s Leadership Board (WLB) has made talent is yielding significant return with several of our
significant strides to help reap the gender dividend. candidates moving to senior roles within the country
The aim of this Board is to develop women talent or to regional/global roles.
across all levels and build a pipeline of senior
women leaders. We now have 16% gender diversity Your Company also have dedicated sales and
in our workforce, 16% women at Board level and site learning teams driving learning. The selling
28% women representation in top leadership excellence team is responsible for building strong
positions. Significant focus on conscious hiring commercial capabilities in the sales organisation
through expanded pool of campuses visited and including sales reps, first line and second line sales
referrals, leading to 18% of new hires being women managers. Their efforts are aimed at improving
in the commercial organisation.Your Company was the in-clinic effectiveness of our customer-facing
recognised as one of the 100 Best Companies for colleagues and ensuring that sales managers can
Women by Working Mother and AVTAR. coach their teams for results.
Employee Engagement and Wellness & The selling excellence team played a key role in
Wellbeing supporting the new commercial operating model
Your Company has a range of health and wellbeing by cross training all front-line sales colleagues and
programmes and support services to help onboarding 700+ new employees. Your Company
employees understand how to feel healthier, happier won the prestigious OPPI (industry association
and more energised at work and at home. Providing of pharma manufacturers in India) Sales Force
our people with a safe workplace is extremely Excellence Award in October 2018.
important, whether in laboratories, manufacturing
sites or offices. Our upcoming manufacturing facility in Vemgal,
Karnataka has a 45-day Industrial Readiness
Your company in the year under consideration, Programme for our diploma pharma trainees
sustained its offerings under Health and Wellbeing: (campus hires) once their induction is complete.

The programme is compliant with the government’s heavily in Safety and Quality in the past several
Skill development body – Life Sciences Sector Skill years, while further securing supplies and capability
Development Corporation (LSSSDC). At Nashik to serve the patient. The new Eltroxin facility with
site, your Company offers soft skills development highest safety standards is fully operational and
programmes to keep employees motivated and commercial supplies to the market have started.
build a learning culture at the site. The site has also received Good Manufacturing
Practice (GMP) and Good Laboratory Practice
Talent Development (GLP) certification from the FDA in 2018.
In your Company, career development is about
building experience and capability and not defined Nashik Site is setting new benchmarks on the GSK
solely by promotion and advancement. Talent Production System (GPS) which is based upon
Reviews were conducted across businesses and lean working principles. Along with management
functions to identify and develop talent so that they staff, shop floor employees are also part of the
are groomed to leadership roles. This was followed continuous improvement culture. The best practices
with a robust developmental plan to support the from Nashik are also shared with our CMO partners
individual’s career aspirations and ensure they are who have started their GPS journey this year. The
confident to achieve their career goals in GSK. site was awarded “Best in Class Excellence in
Continuous Improvement” at the Manufacturing
Employee Relations Supply Chain Awards summit presented by the
Future Supply Chain Solutions group.
There are four recognized unions based on the
Selling Area (zonal), that is, North, East, West and
New Manufacturing Site
South to address the grievances of employees in
the sales force. The Unions are an integral part of Your Company has invested in a greenfield
the business and are committed to the progress of manufacturing site at Vemgal, Karnataka. This
the company. The management and the unions, in new site ensures supply security by increasing
the areas where your Company have a sales force, capacity to meet the growing demands for important
have signed long-term settlement contracts valid for medicines. Quality, safety and compliance are the
key drivers for this investment.
a period of four years. Similarly, we have also signed
long-term settlement for Nasik-based employees for
The new site at Vemgal, which represents upwards
four years. Your Company thanks its Unions for its
of ` 1000 crores in investment, will be the first
contributions and maintenance of cordial relations.
greenfield pharmaceutical site that GSK has built
across the globe over the past ten years. This site
Prevention of Sexual Harassment at Work Place
is ‘state-of-the-art’ and is the first factory designed
Your Company has adopted a policy on prevention,
for the new ‘GSK Production Systems’, whereby
prohibition and redressal of sexual harassment at the
it will deliver, by first design intent, the concepts
workplace in line with the provisions of the Sexual
of zero accidents, zero defects and zero waste. A
Harassment of Women at Workplace (Prevention,
major focus has been to ensure that we employ
Prohibition and Redressal) Act, 2013 (India) and
a diverse workforce, as such, the design ensures
the Rules made there under. Your Company has
easy access and support for those with disabilities,
also established an Internal Committee, across its
externally recognised as ‘best in class’. Gender
commercial offices and manufacturing sites. This year,
diversity and local employment is also a key part of
the focus was on increasing the awareness around
the operational strategy.
POSH and the working of the internal committee.
Your Company engaged with diverse employee
The site has been designed with the future in mind;
groups for the same. During the year, the Company
an innovative design will support easy expansion
received one complaint which was investigated and
well into the future as the need arises. Initially, the
closed after taking appropriate action.
site will supply a range of solid dose form products.
Start-up of production is planned early in 2019 with
(g) Supply Chain
validation batches then followed by commercial
Manufacturing Excellence supplies in Quarter three 2019. Focusing on “Make
Manufacturing operations in India are being in India”, the factory will produce 8 billion tablets and
progressively upscaled and strengthened. The 1 billion capsules per year for the Indian market.
Nashik manufacturing site has continued to deliver In 2018, the site has received various permits
on its overall strategic intent and has invested and licenses. The site was awarded “GOLD” in
Arogya Health assessment which is a phenomenal and Wellness programmes for employees.
achievement for a greenfield site which is
transitioning from Project to Operations. At our greenfield manufacturing site at Vemgal,
Karnataka, environmental considerations have
End-to-End Supply Chain & Logistics been at the forefront of the factory design and future
Your company has initiated Warehouse Network operation. The site is designed and built to obtain
Optimisation which will make your company’s LEED (Leadership in Energy and Environmental
distribution set up lean and yet enhance the Design) Gold certification (as per the US Green
service capability in the route and speed to the building council) by adopting environment friendly
market. There is significant progress in making the design and using environmentally responsible
distribution process robust, flexible and efficient resources like recyclable material for construction,
with the implementation of CERPS, Track & trace efficient processes throughout its life cycle etc.
mechanisms, temperature maintenance during Also, any green building certified to reduce overall
transit of your products right from site till they reach impact on environment & human health by reducing
the wholesalers. Beyond this, the supply chain pollution and degradation of environment, efficiently
focuses strongly in ensuring on time and in full using water, energy & other resources, protecting
service to customer’s demand and has also taken occupant health and improving productivity. In
up measures to reduce any type of wastage. addition, our company has invested in renewable
energy in the form of a 0.5 MW Photovoltaic array,
We have been the leaders in incorporating digital which will contribute to the site’s energy requirement.
capabilities in our packaging with the implementation
of the Quick Response (QR) code instead of (h) Corporate Social Responsibility
physical leaflets on all our packs. With effective Your Company has a rich legacy of partnering with
use of technology, we will be able to provide most the communities in which we live and operate. Strong
updated patient information and at the same time, partnerships with community groups are critical,
demonstrate our responsibility to the environment as local organisations have the greatest insights
by Going Green through the elimination of physical into the needs of their people and the strategies
paper inserts. that stand the greatest chance of success. Your
Company’s focus is on making life-changing, long-
Employee Health & Safety and Environment term differences in human health by addressing the
Environmental, Health, Safety and Sustainability healthcare burdens of accessibility, affordability and
(EHSS) strategy has been implemented across the awareness. Your Company works to fulfill this and
entire value chain, from raw materials to product other social change efforts, through our Corporate
delivery. The policy on EHSS conforms to local laws Social Responsibility programmes (CSR). During
as well as GSK’s global standards. As our Company the last year, the CSR programme touched the lives
grows its business to bring innovative medicines to of over a million people across India, with our lead
people across the world, environmental sustainability CSR project on Partnering India for Eliminating
continues to be a priority and we remain committed to Lymphatic Filariasis’. Pursuant to the provisions
reducing any adverse impact to our environment. Your of Section 135 and rules made thereunder of the
Company has also initiated collection of post consumed Companies Act, 2013, the Company has constituted
Multi-layered plastic from the market in a phased a CSR committee to monitor CSR activities of the
manner, which is brand and geography neutral. Company. The CSR policy of the Company may
be accessed on the Company website at the link:
Various initiatives for Environment, Health, Safety https://india-pharma.gsk.com/en-in/about-us/
& Sustainability were undertaken at our sites. policies-codes-and-standards/.The CSR report on
In 2018, the Nashik site was recognised for its the activities undertaken during the year, given in
Safety Standards by the National Safety Council Annexure ‘A’, forms a part of this Report.
and Department of Industrial Safety and Health
Maharashtra, where we won three awards in 5. DIRECTORS
the Management and Non-Management staff Mr. D. S. Parekh resigned as a Non-Executive Director
categories. On the Health and Hygiene front, the and Chairman of the Company with effect from
Nashik site was awarded “Gold” in the Healthy 31st March 2019. Mr. R. R. Bajaaj, Independent Director
Workplace assessment by ‘Arogya World’, which and Mr. M. Jones, Non-Executive Director resigned
recognises our work in leading the way in Health as Directors from the Company with effect from

24th July 2018. The Board thanked Mr. Parekh for his 6. PARTICULARS OF CONTRACTSAND RELATED
invaluable contribution and guidance to the Company PARTY TRANSACTIONS
as Director for more than 25 years and as Chairman In line with the requirements of the Companies Act, 2013
for more than 20 years. Further Board places on record and LODR, your Company has formulated a policy on
its appreciation of the valuable services rendered by Related Party Transactions. All related party transactions
Mr. R. R. Bajaaj & Mr. M. Jones during their tenure and that are entered during the year ended were on arm’s
for their contribution to the deliberations of the Board. length basis and were in ordinary course of business.
There were no materially significant related party
The Board of Directors has appointed Ms. R. S. Karnad transactions made with the Promoters, Directors or
as Non - Executive, Non - Retiring Director & Chairperson Key Managerial Personnel which may have a potential
with effect from 1st April 2019. conflict of Interest of the Company at large. The Policy of
related party transactions can be accessed on Company
In terms of the provisions under Section 149 of the
website:http://india-pharma.gsk.com/en-in/investors/
Companies Act, 2013, the Board and Shareholders
shareholder-information/policies.
have approved the appointment of all the existing
Independent Directors viz Ms. A. Bansal, Mr. P.V. Bhide, All Related Party Transactions are placed before the
Mr. N. Kaviratne, Mr. A. N. Roy and Mr. D. Sundaram for Audit Committee for review and approval. Prior omibus
a term for five years from 30th March 2015. approval is obtained for Related Party Transactions on
a quarterly basis for transactions which are of repetitive
The Independent Directors have submitted the
nature and / or entered in the ordinary course of business
Declaration of Independence, as required pursuant to
and are at arm’s length. All Related Party Transactions are
Section 149 (7) of the Companies Act, 2013, stating that
subject to independent review by a reputed accounting
they meet the criteria of Independence as provided in
firm to establish compliance with the requirements of
sub-section (6).
Related Party Transactions under the Companies Act,
2013 and LODR.
During the year ended 31st March 2019, six Board &
Audit Committee Meetings were held. The details of
7. DIRECTORS’ RESPONSIBILITY STATEMENT
which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within Your Directors confirm:
the period prescribed under the Companies Act, 2013. (i) that in the preparation of the annual accounts,
the applicable accounting standards have been
Remuneration Policy and Board Evaluation followed along with proper explanations relating to
material departures, if any;
In compliance with the provisions of the Companies
Act, 2013 and Regulation 27 of the Listing Obligations (ii) that the Directors have selected such accounting
& Disclosures Regulations (LODR), the Board of policies and applied them consistently and made
Directors on the recommendation of the Nomination judgements and estimates that are reasonable and
& Remuneration Committee, adopted a Policy on prudent so as to give a true and fair view of the state
remuneration of Directors and Senior Management. of affairs of the Company as on 31st March 2019 and
The Remuneration Policy is stated in the Corporate of the profit of the Company for the year ended on
Governance Report. Performance evaluation of the that date;
Board was carried out during the period under review.
The details are given in the Corporate Governance (iii) that the Directors had taken proper and sufficient
Report. care for the maintenance of adequate accounting
records in accordance with the provisions of the
Familiarisation programmes for the Independent Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
Directors
fraud and other irregularities;
In Compliance with the requirements of SEBI Regulations,
the Company has put in place a familiarisation programme (iv) that the Directors have prepared the annual
for the Independent Directors to familiarise them with their accounts on a going concern basis;
role, rights and responsibility as Directors, the working of
the Company nature of the industry in which the Company (v) that proper internal financial controls laid down by
operates business model, etc. It is also available on the the Directors were followed by the Company and
Company website: http://india-pharma.gsk.com/en-in/ such internal financial controls are adequate and
investors/shareholder-information/policies/. were operating effectively and
(vi) that proper systems to ensure compliance with Pursuant to Section 148 of the Companies Act, 2013,
the provisions of all applicable laws have been the Board of Directors on the recommendation of
devised and such systems were adequate and were Audit Committee have appointed. R. Nanabhoy &
operating effectively. Co., Cost Accountants for conducting the audit of the
cost accounting records maintained by the Company
8. ANNUAL RETURN for its Formulations for 2019-20. The Committee
The Annual Return of the Company has been placed recommended ratification of remuneration for year
on the website of the Company and can be accessed at 2018-19 to the Shareholders of the Company at the
http://india-pharma.gsk.com/en-in/investors/shareholder- ensuing Annual General Meeting. As required by section
information/Annual Return. 92(3) of the Act and the Rules framed there under, the
extract of the Annual Return in Form MGT 9 is enclosed
9. CORPORATE GOVERNANCE & BUSINESS as Annexure “E” and also forms a part of this Report.
SUSTAINABILITY REPORT
11 TRANSFER OF EQUITY SHARES UNPAID/
Your Company is part of the GlaxoSmithKline Plc group
UNCLAIMED DIVIDEND TO INVESTOR
and conforms to norms of Corporate Governance
EDUCATION PROTECTION FUND
adopted by them. As a Listed Company, necessary
measures are taken to comply with the Listing Obligations In line with the statutory requirements, the Company
& Disclosures Regulations, 2015 (LODR) with the Stock has transferred to the credit of the Investor Education
Exchanges. A report on Corporate Governance, along and Protection Fund (IEPF) set up by the Government
with a certificate of compliance from the Auditors, given of India, equity shares in respect of which dividend
in Annexure ‘B’, forms a part of this Report. Further, a had remained unpaid/ unclaimed for a period of seven
Business Responsibility Report, describing the initiatives consecutive years within the time lines laid down by the
taken by your Company from an environmental, social MCA. Unpaid/unclaimed dividend for seven years of
and governance perspective, is given in Annexure ‘C’, more has also been transferred to the IEPF pursuant to
which forms a part of this Report. the requirements under the Act.
10. AUDITORS 12
COMPLIANCE WITH SECRETARIAL
STANDARDS
As per the provisions of section 139 of the Companies
Act 2013, Deloitte Haskins and Sells LLP, Chartered The Board of Directors affirms that the Company has
Accountants were appointed as the Statutory Auditors of complied with the applicable Secretarial Standards
the Company for the period of five years at the Ninety issued by the Institute of Companies Secretaries of India
second Annual General Meeting held on 25th July 2017 to (SS1 and SS2) respectively relating to Meetings of
hold office from the conclusion of the said Meeting till the the Board and its Committees which have mandatory
conclusion of the Ninety Seven Annual General Meeting application.
to be held in 2022 on a renumeration to be determined
by the Board of Directors. Their appointment was subject 13. GENERAL
to ratification for their appointment by the Members of the The information on conservation of energy, technology
Company at every Annual General Meeting. Pursuant to absorption and foreign exchange earnings and outgo
the amendments made to section 139 of the Companies as stipulated in section 134(3) M of the Companies
Act, 2013 by the Companies (Amendment) Act, 2017 Act, 2013 and the rules framed there under is attached
effective from 7th May 2018 the requirement of seeking herewith as Annexure “F” which forms a part of this
ratification of the Members for the appointment of the Report. The Disclosures pertaining to the remuneration
statutory Auditors has been withdrawn from the statue. and other details as required under section 197(12) of
In view of above, ratification of the members at Annual the Companies Act, 2013 and the rules made thereunder
General Meeting is not being sought. is enclosed as Annexure “G” which forms a part of this
Report. Pursuant to section 129(3) of the Companies
Pursuant to the provisions of section 204 of the Act, and Act, 2013 a statement in form “AOC-1” containing salient
the Rules made there under, the Company has appointed features of the Financial Statements of the Subsidiary
Parikh & Associates, practicing Company Secretaries, to Company is attached.
undertake secretarial audit of the Company. The Report
of the Secretarial Auditor is annexed to the Board Report Although the audited statements of accounts, relating
as Annexure “D” which forms a part of this Report. to Company’s Subsidiary are no longer required to be
The Secretarial Audit Report does not contain any attached to the Company’s Annual Report the same is
qualification, reservation or adverse remark. enclosed as and in way of better disclosure practice.

The information relating to top ten employees in terms including Shareholders, Doctors, Medical Professionals,
of remuneration and employees who were in receipt of Customers, Suppliers, Business Partners and the
remuneration of not less than ` 1.02 cores during the Government.
year or ` 8.5 lakhs per month during any part of the
year forms part of this report and will be provided to The Board and the Management of your Company are
any Shareholder on a written request to the Company indeed appreciative of the substantial support being
secretary. In terms of Section 136 of the Act, the report received from GSK Plc, the parent organization, in
entitled at the registered office of the Company during providing new healthcare solutions which are products
the business on working day of the Company up to date of its discovery labs and the technology improvements
of Annual General Meeting. which benefits your Company immensely.
14. ACKNOWLEDGMENTS
The Directors express their appreciation for the On behalf of the Board of Directors
contribution made by the employees to the significant
improvement in the operations of the Company and Ms. R.S. Karnad
for the support received from all other stakeholders, Mumbai, 20th May 2019 Chairperson
Annexure “A” to Director’s Report

Corporate Social Responsibility report
Healthy communities are the backbone of strong, sustainable societies. But there are still millions of people without access
to basic healthcare. Your company wants to help change this. So, to improve access and support people in vulnerable
communities, your company initiates targeted corporate social responsibility (CSR) projects, run by local partners. These
projects are designed to be sustainable in the long-term and cater to identified national priorities. In 2018-19, your company’s
CSR programmes touched the lives of over a million people across India.
Your Board of Directors has appointed a CSR Committee to review and recommend CSR projects. Mr. D.S. Parekh – Chairman
(upto 31st March 2019), Mr. A.N. Roy – Chairman (with effect from 1st April 2019), Ms. A. Bansal and Mr. A. Vaidheesh are the
members of this Committee.
The CSR Policy of your company is available on the website – www.gsk-india.com and can be accessed by following the link:
https://india-pharma.gsk.com/en-in/about-us/policies-codes-and-standards/. Your Company’s net profit for the preceding three
financial years and two per cent of its average, for calculation of the CSR budget is given in the table below:
` in lakhs
2017-18 2016-17 2015-16
Profit before tax and after exceptional items 541,58.35 511,07.91 575,93.67
Average net profit 542,86.64
CSR @ 2% of average net profit 10,85.73
Accordingly, the CSR Budget for financial year 2018-19 was ` 10.86 crores. Against this budget, your company has spent
` 10.94 crores on CSR projects, including overheads. This spend amounts to 2% of the average of net profits for preceding three
financial years. Your company’s CSR projects are aligned to the Schedule VII of the Companies Act and focus on promoting
health care, including preventive health care and education.
Detail of the CSR spends in financial year 2018-19 is given in the table below:
(Amount in `)
Sr. CSR Project Project area Project- Direct Cumulative Implementation
No. (local area, wise outlay expenditure expenditure agencies called
state and (budget)** in reporting upto reporting ‘CSR Partners’
district) period period**
Partnering India to eliminate Lymphatic Filariasis (LF - also known as Elephant Foot)
1 Albendazole donation Pan-India 50,00,00,000 7,15,09,469 34,09,61,075 World Health
for supporting mass Organisation
drug administration for
elimination of LF
Mother and child healthcare
2 Addressing child nutrition Mumbai, 1,37,00,000 70,00,000 1,23,00,000 Society for Nutrition,
through a holistic approach, Maharashtra Education and
extending from pre- Health Action
conception care, through
pregnancy, childbirth and
the postnatal period, into
early childhood

(Amount in `)
Sr. CSR Project Project area Project- Direct Cumulative Implementation
No. (local area, wise outlay expenditure expenditure agencies called
state and (budget)** in reporting upto reporting ‘CSR Partners’
district) period period**
3 Awareness building on ante Kolkata, West 50,00,000 10,00,000 34,50,000 BITAN Institute for
and post-natal care; child Bengal Training, Awareness
and maternal nutrition and and Networking
newborn care
Skilling our youth
5 Employability enhancement Vemgal, 4,58,55,000 1,10,00,000 3,53,15,000 Bal Raksha Bharat
through skills training Kolar district, (Save the Children)
Karantaka and Don Bosco
Tech Society
School sanitation
6 WASH facilities in schools Nashik, 1,20,67,000 36,35,000 1,20,67,000 Bal Raksha Bharat
with behaviour change Maharashtra (Save the Children)
communication
Holistic care for the vulnerable
7 Holistic care for vulnerable Patna, Bihar 50,00,000 10,00,000 36,29,000 Nai Dharti
underserved girls
8 Holistic care for children Mumbai, 1,72,00,000 36,00,000 1,36,00,000 St. Jude India
affected with cancer and Maharashtra ChildCare Centres
their parents
Product donation
9 Product donation and Kerala 15,19,634 Americares India
contribution towards Foundation and
disaster relief Chief Minister
Disaster Relief Fund
Total project expense on CSR in FY18-19, 10,40,22,210
including monitoring and evaluation
Total administrative expense on CSR FY18-19 54,28,650
Total CSR expense in FY18-19 10,94,50,860
**Programme budgets and cumulative spends date back furthest to FY14-15 or as applicable.
CSR committee responsibility statement
Your CSR committee confirms that the implementation and monitoring of CSR Policy, is compliant with CSR objectives and
policy of your company.
A. Vaidheesh A. N. Roy
Mumbai, 20th May 2019 Managing Director Chairman, CSR Committee

Annexure ‘B’ to the Director’s Report

Report on Corporate Governance
(Pursuant to Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D
and E of Schedule V of the Listing Obligations & Disclosures Regulations, 2015 (LODR) entered into with the Stock
Exchanges)
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company’s philosophy of Corporate Governance is aimed at assisting the management of the Company in the efficient
conduct of its business and in meeting its obligations to stakeholders, and is guided by a strong emphasis on transparency,
accountability and integrity. For several years, the Company has adopted a codified Corporate Governance Charter,
which is in line with the best practice, as well as meets all the relevant legal and regulatory requirements. All Directors
and employees are bound by Code of Conduct and the associated standards of Conduct that sets out the fundamental
standards to be followed in all actions carried out on behalf of the Company.
2. BOARD OF DIRECTORS
 Composition and size of the Board
The present strength of the Board is ten Directors. The Board comprises of Executive and Non-Executive Directors.
The Non-Executive Directors bring independent judgment in the Board’s deliberations and decisions. Three Directors,
including the Managing Director are Whole-time Directors. There are seven Non-Executive Directors, of which, five
are Independent Directors.
Glaxo Group Limited, U.K., have rights enshrined in the Articles of Association relating to the appointment and removal
of Directors not exceeding one-third of the total number of retiring Directors.
 Board meetings and attendance

Six Board meetings were held during the year ended 31st March 2019 and the gap between two Board meetings did
not exceed four months. The annual calendar of Board meetings is agreed upon at the beginning of each year.
The information as required under Schedule V (C) of the Listing Obligations & Disclosures Regulations, 2015 is made
available to the Board. The agenda and the papers for consideration at the Board meeting are circulated at least
seven days prior to the meeting. Adequate information is circulated as part of the Board papers and is also made
available at the Board meeting to enable the Board to take informed decisions.
The dates on which meetings were held are as follows:
Sr. No. of Directors

Date of Meeting Board Strength
No. present
1. 6th April 2018 12 9
2. 24 May 2018
th
12 9
3. 24th July 2018 12 11
4. 22nd October 2018 10 9
5. 4 February 2019
th
10 10
6. 27th March 2019 10 9

 Attendance of each Director at the Board meetings and last Annual General Meeting (AGM) and the number
of companies and committees where he/she is a Director / Member (as on 31st March, 2019)
Name of Director Category of Number Attendance at *Number of **Number of
Directorship of Board the last AGM Director- mandatory
Meetings held on 24th ships in other committee
attended July 2018 companies positions held in
(including other companies
GSK) Chairman Member
Mr. D. S. Parekh Non-Executive 6 Yes 9 4 2
Chairman
(up to 31.03.2019)
Ms. R. S. Karnad Non-Executive NA NA 8 3 5
Chairperson
(w.e.f. 01.04.2019)
Mr. R. R. Bajaaj Non-Executive 3 No NA NA NA
(up to 24.07.2018) & Independent
Ms. A. Bansal Non-Executive 5 Yes 9 Nil 1
& Independent
Mr. P. V. Bhide Non-Executive 5 Yes 9 3 7
& Independent
Mr. N. Kaviratne Non-Executive 6 Yes 1 Nil 1
& Independent
Mr. R. Krishnaswamy Executive 5 Yes 2 Nil Nil
Mr. A. N. Roy Non-Executive & 6 Yes 4 Nil Nil
Independent
Mr. D. Sundaram Non-Executive & 6 Yes 7 5 2
Independent
Mr. A. Vaidheesh Executive 6 Yes 2 Nil 1
Managing Director
Mr. M. Jones Non-Executive 0 No NA NA NA
(up to 24.07.2018)
Mr. S. Williams Non-Executive 3 Yes 1 Nil Nil
Ms. P. Thakur Executive 6 Yes 2 Nil Nil
*Excludes directorship held in Private Limited Companies, Foreign Companies and Section 8 Companies;
** Committees considered are Audit Committee and Stakeholders’ Relationship Committee as per Listing Regulations.
Mr. R. R. Bajaaj, Independent Director of the Company has resigned from the Board with effect from 24th July 2018
due to other professional commitments. Further, he has given confirmation there are no other material reason for his
resignation.
Mr. Deepak Parekh - Non-Executive Director & Chairman

(DIN: 00009078) (up to 31.03.2019)
Mr. Deepak Parekh spearheads India’s premier housing finance company, HDFC Ltd. He has taken HDFC beyond
housing finance and built it into a formidable financial conglomerate that offers services in banking, asset management,
life insurance, general insurance, and education finance, including a Real Estate Venture Fund. He is also associated
with international organizations in an advisory capacity, including the Indo-US CEO Forum, City of London, and
Indo- German Chamber of Commerce (IGCC). He was recently appointed as London’s ‘International Ambassador’,
tasked with championing the UK capital across the globe. He has been awarded the Padma Bhushan, the
third-highest civilian award in India for distinguished service in any field of a high order, in 2006. France conferred him
with the honour, “Knight in the Order of the Legion of Honour” in 2010. In addition, he is the first international recipient
of the Institute of Chartered Accountants in England and Wales Outstanding Achievement Award in 2010.
List of Directorship excluding directorship held in Private Limited Companies, Foreign Companies and Section 8
Companies.
Sr Directorship in listed entities Category of Expertise in Specific

No Directorship Functional Areas
1 Siemens Limited Independent Director Finance, Treasury,
2 HDFC Life Insurance Company Limited Non - Executive Director M&A, Governance, Risk
3 HDFC Asset Management Company Limited Non - Executive Director Management, Housing
4 Housing Development Finance Corporation Limited Non - Executive Director Finance,
5 The Indian Hotels Company Limited Independent Director Real Estate,
6 HDFC Ergo General Insurance Company Limited Non - Executive Director & Infrastructure
7 Network18 Media & Investments Ltd. Independent Director
8 National Investment and Infrastructure Fund Limited Non - Executive Director
Ms. Renu Sud Karnad- Non - Executive Director & Chairperson

(DIN: 00008064) (w.e.f. 01.04.2019)
Ms. Renu Sud Karnad was appointed as Non- Executive, Non-Retiring Director and chairperson of the Company
with effect from 1st April 2019. Ms. Karnad is a Managing Director of HDFC Limited and in-charge of the lending
operations of the company and is responsible for spearheading HDFC’s expansion. A Post Graduate in Economics
from the University of Delhi and a degree holder of Law from the University of Mumbai, Ms. Karnad brings with her rich
experience and enormous knowledge in the mortgage sector, having been part of the nascent real estate & mortgage
sectors in India. She is also a Parvin Fellow - Woodrow Wilson School of International Affairs, Princeton University,
U.S.A. Additionally, she has under her fold the Human Resources and Communications functions. Apart from being
HDFC’s brand custodian, she is the guiding force behind formulation of the organization’s communication strategy
and public image. Owing to her successful spell with the mortgage sector, Ms. Karnad has served as the President of
the International Union for Housing Finance (IUHF), an association of housing finance firms present across the globe.
She is a Member of Audit Committee, Risk Management Committee, Nomination & Remuneration Committee and
Chairperson of Stakeholders Committee.
Companies.
Sr. Directorship in listed entities Category of Expertise in Specific

No. Directorship Functional Areas
1 ABB India Limited Independent Director Housing & Real Estate,
2 Maruti Suzuki India Limited Independent Director Finance and Human
3 HDFC Life Insurance Company Limited Non - Executive Director Resources
4 HDFC Asset Management Company Limited Non - Executive Director
5 Housing Development Finance Corporation Limited Managing Director
6 Bangalore International Airport Limited Independent Director
7 HDFC Ergo General Insurance Company Limited Non - Executive Director
Mr. Damodarannair Sundaram – Independent Director

(DIN: 00016304)
Mr. Damodaran Sundaram’s experience spans corporate finance, business performance, monitoring operations,
governance, mergers & acquisitions, talent / people management and strategy. Mr. Sundaram joined Hindustan
Unilever Limited (HUL), the Indian listed subsidiary of Unilever Plc, as a management trainee in June 1975 and
served in various capacities including six years in Unilever, London as Commercial Officer, Africa and Middle East
(1990-1993) and as Sr. Vice President for South Asia and Middle East (1996-1999). He was the Chief Finance Officer
of HUL from April 1999 to March 2008 and as the Vice Chairman and CFO from April 2008 to July 2009. He is a
two-time winner of the prestigious “CFO of the Year for FMCG Sector” award by CNBC TV18 (2006 and 2008).

Mr. Sundaram is currently the Vice Chairman and Managing Director of TVS Capital Funds Ltd., managing a growth
capital Private Equity Fund (TVS Shriram Growth Fund). He is a Post-Graduate in Management Studies (MMS) from
Chennai, Fellow of the Institute of Cost Accountants, and has completed an Advanced Management Program (AMP)
from the Harvard Business School. He is member of the Board of KREA University. He is Chairman of the Audit and
the Risk Management Committee of our Company.
Mr. Sundaram is Chairman of the Audit Committee of Infosys Limited, ACC Limited & Crompton Greaves Consumer
Electricals Limited. He is also the Chairman of Stakeholders Relationship Committee of TVS Electronics Limited. He
is a Member of Audit and Corporate Social Responsibility Committee of TVS Electronics Limited. He is also a Member
of Nomination and Remuneration, Corporate Social Responsibility, Stakeholder Relationship & Risk Management
Committee of Crompton Greaves Consumer Electricals Limited. Mr. Sundaram is a Member of Nomination and
Remuneration & Risk Management Committee of Infosys Limited.
Companies.

1 ACC Limited Independent Director Commercial, Finance, IT,
2 TVS Electronics Limited Independent Director Corporate Governance
M&A & Treasury
3 Crompton Greaves Consumer Electricals Limited Independent Director
4 Infosys Limited Independent Director
5 TVS Capital Funds Limited Managing Director
6 SBI General Insurance Company Limited Independent Director
Mr. Nihal Kaviratne – Independent Director

(DIN: 00032473)
Mr. Nihal Kaviratne, CBE has an Honours degree in Economics from Mumbai University. His global career with
Unilever spanned 40 years. He joined them in India as a Management Trainee in 1966 and held a series of increasing
senior roles including Head of Marketing Research and Economics and General Manager of Export Division. In 1984,
he moved to Indonesia as Managing Director of the Detergents Division and later became Regional Leader for Latin
America and South Asia at Corporate Headquarters in London, Managing Director in Argentina, and Chairman in
Indonesia. He was appointed Senior Vice President - Development and Environmental Affairs, Unilever Asia, based
in Singapore and Chairman of Unilever’s Home and Oral Care businesses in Asia. He was awarded the CBE for
services to UK business interests and for sustainable development in Indonesia. He is Chairman of Nomination
& Remuneration Committee and member of Audit Committee & Risk Management Committee of GlaxoSmithKline
Pharmaceuticals Ltd. He is an Independent, Non-Executive Director of several Temasek-linked companies including
StarHub Limited, DBS Group Holdings Limited, DBS Bank Limited, DBS Foundation Limited and Olam International
Limited. He is a Member of the Private Sector Portfolio Advisory Committee in India for the UK Government’s
Department for International Development (DFID). He serves on the Advisory Board of Bain & Company for SEA/
Indonesia and was appointed a member of the Global Corporate Resilience Advisory Council of McKinsey effective
January 2018. He is also the Chairman of Caraway Pte Ltd, Singapore. His expertise is in the field of Marketing,
Strategy, General Management, Environmental Affairs, Governance, Audit and Risk Management.
Mr. Anami N. Roy – Independent Director

(DIN: 01361110)
Mr. Anami Roy holds a master’s degree in history and is a retired civil servant. During his 38 years long career
in the Indian Police Service (“IPS”), he held with great distinction a range of assignments including some of the
challenging and sensitive ones, both in the Maharashtra state and Government of India. He retired in May 2010 as
the Director General of Police (DGP), Maharashtra, heading a police force of over 2,00,000. As DGP Maharashtra,
he was the advisor to the state government for internal security, law and order and crime administration. Mr. Roy,
as Police Commissioner of Mumbai for over three years has evolved many instruments and schemes for making
Police services more accessible to citizens and people-friendly. Citizen Facilitation Centers for providing
time-bound, transparent, hassle-free solutions to people’s expectations from the Police was highly appreciated
by people and media. As Managing Director of Police Housing Corporation, he galvanized the work of planning,
financing and executing projects of housing and office building construction for Police and other organizations under
Home Department of Government of Maharashtra. As the Director General of Anti-Corruption Bureau, he initiated a
policy document on Vigilance matters for Government of Maharashtra and took many steps for checking corruption
in Government working. He was responsible for all operational matters in the elite Special Protection Group, charged
with the responsibility of the proximate security of the Prime Minister and former Prime Ministers. He has very wide
knowledge and experience of security and Intelligence matters at the state and national level. He is Chairman of
Corporate Social Responsibility Committee.
Companies.

1 Bajaj Auto Limited Independent Director Human Resource,
2 Bajaj Holdings & Investment Limited* Independent Director Administration, Security
3 Bajaj Finance Limited* Independent Director and Intelligence matters,
4 Bajaj Finserv Limited Independent Director Anti-Corruption &
5 Mayar Health Resorts Limited Director Vigilance
*Appointed w.e.f. 1st April 2019
Mr. Pradeep V. Bhide- Independent Director
(DIN: 03304262)
Mr. Pradeep V. Bhide, Science and Law graduate from Delhi University, has done his Master’s in Business
Administration from IGNOU. He is enrolled as an Advocate with Delhi Bar Council. Mr. Bhide joined the Indian
Administrative Service in 1973 and has served for 37 years. He held a series of increasingly senior positions at the
State and Central levels. He worked as Secretary for Department of Finance and then Department of Energy of
Andhra Pradesh. He was a Deputy Secretary / Director in the Department of Economic Affairs, Ministry of Finance
and served as Advisor to India’s Whole-time Director to the International Board for Reconstruction and Development,
Washington. Mr. Bhide then served as Additional Secretary / Special Secretary in the Ministry of Home Affairs of the
Government before being appointed as Secretary in the Department of Disinvestment with the Ministry of Finance.
Mr. Bhide retired as Secretary, Department of Revenue, Ministry of Finance in January 2010, a position which he held
from June 2007.He is members of Audit Committee, Risk Management Committee and Stakeholders Relationship
Committee of the Company.
Mr. Bhide is Chairman of Audit Committee of L & T Finance Limited & Tube Investments of India Limited. He is
also Chairman of Stakeholders Relationship Committee of L & T Finance Holdings Limited and Chairman of Risk
Management Committee of Tube Investments of India Limited. Mr. Bhide is a Member of Nomination and Remuneration
Committee of L & T Finance Limited, L & T Finance Holdings Limited & VST Industries Limited. He is also a Member
of the Audit Committee, Risk Management and Corporate Social Responsibility Committee of VST Industries Limited.
Companies.

1 Gujarat Borosil Limited* Independent Director Finance, Administration
2 VST Industries Limited Independent Director & Taxation
3 Tube Investments of India Limited Independent Director
4 L&T Finance Holdings Limited Independent Director
5 NOCIL Limited Independent Director
6 L&T Housing Finance Limited Independent Director
7 L&T Finance Limited Independent Director
8 Heidelberg Cement India Ltd** Independent Director
9 Quick Heal Technologies Ltd** Independent Director
*Appointed w.e.f. 1st April 2019
** Resigned w.e.f. 31st March 2019

Ms. Anjali Bansal - Independent Director

(DIN: 00207746)
Ms. Anjali Bansal is former Non-Executive Chairperson of Dena Bank. She heads NITI Aayog Investment Council for
Fintech and Women Entrepreneurship.
Ms. Bansal is founder of Avaana Capital, a fund platform that invests in the scaling up of growth stage startups. She
was previously global Partner and Managing Director with TPG Growth PE, Spencer Stuart India Founder-CEO, and
strategy consultant with McKinsey and Co in New York and India. She started her career as an Engineer.
She serves as an Independent Non-Executive Director on the boards of Siemens Ltd, Tata Power, Voltas, Bata,
and Delhivery. She is on the Advisory Board of the Columbia University Global Centers, South Asia. Previously, she
chaired the India board of Women’s World Banking, a leading global livelihood-promoting institution and continues to
be an advisor to SEWA.
An active contributor to the dialogue on corporate governance and diversity, Ms. Bansal co-founded and chaired the
FICCI Center for Corporate Governance program for Women on Corporate Boards. She serves on the managing
committee of the Bombay Chamber of Commerce and Industry. She is a member of the Young Presidents’ Organization.
She has been listed as one of the “Most Powerful Women in Indian Business” by India’s leading publication, Business
Today, and by Fortune India. Ms. Bansal is a frequent speaker at forums like Harvard, Stanford, Columbia, IVCA,
BSE and jury member for awards including ET 40 Under 40, Women Ahead, CEO Awards, VC Circle, AIWMI Wealth
Awards and others.
She is BE in Computer Engineering from Gujarat University and Master’s in International Finance and Business from
Columbia University. She is a member of Nomination & Remuneration Committee & Corporate Social Responsibility
Committee.
Companies.
Sr. Directorship in listed entities Category of Directorship Expertise in Specific

No. Functional Areas
1 Dena Bank* Non-Executive Chairperson Human Resource,
2 Bata India Ltd Independent Director Digital Marketing
and Technologies &
3 Apollo Tyres Limited Independent Director
Strategy
4 The Tata Power Company Limited Independent Director
5 Siemens Limited** Independent Director
6 Voltas Limited Independent Director
7 Tata Power Solar Systems Limited Independent Director
8 Tata Power Renewable Energy Limited Independent Director
9 Kotak Mahindra Asset Management Company Limited Independent Director
* Merged with Bank of Baroda & Vijaya Bank w.e.f. 1st April 2019
**Appointed w.e.f. 1st April 2019
Mr. Annaswamy Vaidheesh – Managing Director
(Din: 01444303)
Mr. Annaswamy Vaidheesh, is a successful senior business leader with over 3 decades of diverse experience in
healthcare and FMCG domain. He has a strong track record of leadership development and building leading brands/
franchises across various categories and multi-cultural locations in Asia-Pacific region. In December 2016, Vaidheesh
was recognised as one of the “Most Influential Leaders of Asia” by Economic Times at the Asian Business Leaders
Conclave held in Malaysia.
He is a Bachelor of Physics, from Madras University and has done his Master’s Degree in Marketing Management
from Bombay University. He is an Honorary Fellow of The Association of Minimal Access Surgeons of India and is a
certified Process Excellence Black Belt.
Prior to his current role, he was Vice President, Corporate Government Affairs, Asia-Pacific for Johnson & Johnson
based out of Singapore and a member of Global Leadership team for healthcare advocacy and policy. Before that,
he was Managing Director of Johnson & Johnson Medical India (JJMI) and Vice President, Asia-Pacific- Diabetes
franchise for five years. His expertise is in field of Business Strategy, Market Creation, Advocacy & Policy making and
Organization Development.
He is currently the President of the Organisation of Pharmaceutical Producers of India (OPPI), the Chairman of
Healthcare Committee of Confederation of Indian Industry (CII) and on the Board of UK India Business Council
(UKIBC).
Mr. Annaswamy Vaidheesh was appointed as Managing Director from 3rd August, 2015 to 30th September, 2019. He
does not hold any shares in the Company and is also not related to any Directors of the Company. He is a Director in
Biddle Sawyer Limited. He is a member of Stakeholders Relationship Committee and Corporate Social Responsibility
Committee.
Ms. Puja Thakur – Whole-time Director & CFO

(DIN: 07971789)
Ms. Puja Thakur is a Chartered Accountant and joined GSK in February 2004 from PWC. She has done various roles
and has an all-round experience of managing an integrated business between Commercial and Supply Chain both in
India and in international markets. Prior to joining the Company, she was Finance Director for GSK Consumer, MEA
Region. She was appointed with effect from 1st January 2018 and she is Director in Biddle Sawyer Limited. She has
expertise in the fields of Finance & Treasury.
Mr. Raju Krishnaswamy – Whole-time Director

(DIN: - 03043004)
Mr. Raju Krishnaswamy, has completed his B. Pharm from JSS College of Pharmacy, Ooty and has done his MBA from
ICFAI. He has 32 years of experience. Prior to joining the Company, Raju worked as a Senior Vice President, Global
Manufacturing with Wockhardt Limited. In this capacity, he was leading the manufacturing operations of Wockhardt
in India, U.S.A. and Ireland. He also headed the contract manufacturing services and the R&D formulation for India
and rest of the world countries. Earlier, he has also had successful stints with organizations like Cipla Limited and
Ranbaxy Laboratories Limited. He was also actively working on the Boards of Wockhardt Infrastructure Development
Limited and Wockhardt Biopharm Limited. Mr. Raju Krishnaswamy was appointed as Whole-time Director from
1st August 2011 in the Company. His expertise is in the field of Supply Chain, Logistics & Manufacturing operations.
He does not hold any shares in the Company and is also not related to any Directors of the Company. He is Director
in Biddle Sawyer Limited.
Mr. Subesh Williams – Non - Executive Director

(DIN: 07786724)
Mr. Subesh Williams, aged, 57, is a Chartered Accountant and Senior Vice President, Global Corporate Development
at GSK Plc, a role he was appointed to in September 2013. In his current role, Subesh is responsible for M&A
and Business Development across GSK’s commercial businesses and has been involved in executing a number of
transactions, including the creation of ViiV Healthcare (a HIV JV with Pfizer and Shionogi) and the 3 - part deal with
Novartis which involved the acquisition of Novartis’ vaccines business, the creation of a JV in Consumer Healthcare
and the sale of GSK’s oncology business. In 2016, Subesh was appointed to the Board of Galvani Bioelectronics,
a joint venture between GSK and Verily (a subsidiary of Alphabet). From 2009- 2013, Subesh was Chief Financial
Officer of ViiV Healthcare, with responsibility for Finance, Business Development, IT and Supply. Subesh joined
GSK in 1994 and has had roles of increasing responsibility in Finance and Corporate Development. Prior to joining
GSK, he was a Manager at PWC. He was appointed as a Director in the Company with effect from 7th April 2017. His
expertise is in the field of Finance, Business Development, and Merger & Acquisitions. He does not hold any shares
in the Company nor is he a Director in any other Company and is also not related to any Directors of the Company.

 Independent Directors have confirmed that they meet the criteria of independence as laid down under the
Companies Act and the SEBI Listing Regulations as amended.
 Company has obtained certificate from Practicing Company Secretaries Parikh & Associates, confirming that
none of the Directors on Board is debarred or disqualified from being appointed or continuing as Director of the
Company by the Board / Ministry of Corporate Affairs or any such statutory authority.
 In the opinion of the Board, both the existing Independent Directors and those who are proposed to be appointed
as a Director at the Annual General Meeting, fulfil the conditions specified in the SEBI Listing Regulations and
are independent of the Management.
 Meeting of Independent Directors was held on 24th May 2018 where all the Independent Directors were present
except Mr. P. V. Bhide, including Mr. D.S. Parekh as an invitee.
 Directors with materially significant related party transactions, pecuniary or business relationship with
the Company:
The Board of Directors has approved a policy for related party transactions and has been uploaded on the
Company’s website http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/. There are
no materially significant related party transactions entered into by the Company with its Promoters, Directors
or Management, their subsidiaries or relatives etc; that may have potential conflict with the interests of the
Company at large. All transactions entered with the related parties during the year ended 31st March 2019
as mentioned under the Companies Act 2013 and Regulation 23 and 27(2)(b) of the Listing Obligations and
Disclosures Regulations (LODR) were in the ordinary course of business and at on arm’s length pricing basis.
The Register of Contracts containing the transactions in which Directors are interested is placed before the
Board regularly for its approval.
The Company has adopted policy for determination of ‘Material Subsidiary’ and the same has been posted on
the Company website http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/.
None of the Directors are related to each other.
 Dividend Distribution Policy

The Board of the Directors of the Company had approved the Dividend Distribution Policy on 27th October 2016
and the policy is available on the Company website http://india-pharma.gsk.com/en-in/investors/shareholder-
information/policies/.
 Directors Induction and Familiarization

The Board members are provided with necessary reports and internal policies to enable them to familiarize
with company procedures and practices. Web link giving details of familiarization program is avaliable on the
Company website http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/.
 Details of Directors being appointed /re-appointed

As per the Statute, two-third of the Directors excluding Independent Directors should be retiring Directors.
One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for
re-appointment.
Mr. Subesh Williams will retire by rotation at the ensuing Annual General Meeting and being eligible offers
himself for his re-appointment.
A brief resume of Directors appointed / eligible for re-appointment along with the additional information required
under Clause 36(3) of the Listing Obligations & Disclosures Regulations, 2015 as required is provided above.
3. AUDIT COMMITTEE
Terms of Reference
The terms of reference of this Committee are wide enough to cover the matters specified for audit committee under Section
177 of the Companies Act, 2013 and Clause 18 of the Listing Obligations & Disclosures Regulations, 2015 with Stock
Exchanges and are as follows:
a) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible;
b) to review with Management, the financial statements at the end of a quarter, half year and the annual financial
statements thereon before submission to the Board for approval, focusing particularly on:
(i) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of Sub Section 3 of Section 134 of the Companies Act, 2013;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by management;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions; and
(vii) qualifications in the draft audit report.
c) to consider the appointment, re-appointment, remuneration and terms of appointment of the statutory auditors, any
questions of resignation or dismissal and payment to statutory auditors for any other services rendered by them;
d) to discuss with the statutory auditors before the audit commences, about the nature and scope of the audit as well as
post-audit discussion to ascertain any area of concern (in absence of management where necessary);
e) reviewing, with management, performance of statutory and internal auditors, adequacy of the internal control systems
and discuss the same periodically with the statutory auditors, prior to the Board making its statement thereon;
f) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
g) discussion with internal auditors on any significant findings and follow up thereon;
h) reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
i) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members
(in case of non-payment of declared dividends) and creditors;
j) to review the functioning of the Whistle Blower mechanism;
k) to approve any subsequent modification of transactions of the Company with related parties; (explanation): The term
“related party transactions” shall have the same meaning as provided in Clause 2(1)(zc) of the Listing Obligations &
Disclosures Regulations, 2015 ;

l) to scrutinize inter-corporate loans and investments;
m) to evaluate internal financial controls and risk management systems;
n) to do valuation of Undertakings or assets of the Company, wherever it is necessary;
o) to approve appointment of CFO (i.e. the Executive Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
p) to review the external auditor’s audit reports and presentations and management’s response;
q) to ensure co-ordination between the internal and external auditors, and to request internal audit to undertake specific
audit projects, having informed management of their intentions;
r) to consider any material breaches or exposure to breaches of regulatory requirements or of ethical codes of practice
to which the Company subscribes, or of any related codes, policies and procedures, which could have a material
effect on the financial position or contingent liabilities of the Company;
s) to review policies and procedures with respect to directors’ and officers’ expense accounts, including their use of
corporate assets, and consider the results of any review of these areas by the internal auditors or the external
auditors;
t) to review with the management, the statement of uses/application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds
of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
u) the Auditors of the Company and the Key Managerial Personnel shall have right to be heard in the meetings of the
Audit Committee when it considers the Auditor’s Report but shall not have the right to vote;
v) to consider other topics, as defined by the Board;
w) to carry out any other function as is mentioned in the terms of reference of the Audit Committee;
x) review the following information by Audit Committee
The Audit Committee shall mandatorily review the following information:
i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii) Management letters/letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by
the Audit Committee.
vi) Cyber security policy of the Company.
vii) The utilization of loans and / or advances from / investments by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances
/ investments existing as on the date of coming into force of this provision.
 Details of the composition of the Audit Committee and attendance of Members are as follows:
Six Audit Committee meetings were held during the year ended 31st March 2019. The Committee comprises of
Independent and Non-Executive Directors and their meetings were held on 6th April 2018, 23rd May 2018,
24th July 2018, 22nd October 2018, 18th December 2018 and 4th February 2019.
Attendance out of
Name of the Members Designation Category of Directorship
six meetings held
Mr. D. Sundaram Chairman Non-Executive & Independent 6
Mr. D.S. Parekh* Member Non-Executive 5
Mr. N. Kaviratne Member Non-Executive & Independent 5
Mr. P. V. Bhide Member Non-Executive & Independent 6
*Mr. D.S. Parekh resigned with effect from 31 March 2019.
st
Ms. R. S. Karnad was appointed as member of the committee with effect from 1st April 2019.
All the members of Audit Committee are financially literate. The Managing Director, Chief Financial Officer, other
Whole-time Directors, the Statutory Auditors and Internal Auditors are invitees to the meetings. The Company
Secretary is Secretary to the Committee.
The Chairman of the Audit Committee, Mr. D. Sundaram, was present at the Annual General Meeting of the Company
held on 24th July 2018.
Risk Management Committee

The Risk Management Committee consists of the same members as Audit Committee.
4. NOMINATION & REMUNERATION COMMITTEE

 Terms of Reference
The terms of reference of this Committee cover the matters specified for Nomination & Remuneration Committee
under Section 178 of the Companies Act, 2013 and Clause 19 of the Listing Obligations & Disclosures Regulations,
2015 with Stock Exchanges and are as follows:
a) Formulation of the criteria for determining qualification, positive attributes and independence of a Director and
they recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel
and other employees;
While formulating the policy as mentioned above the Committee will ensure that;
1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;
2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks and;
3) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals.
b) Formulation of criteria for evaluation of Independent Directors and the Board;
c) Devising a policy on Board diversity;
d) Identifying persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the Board their appointment and removal and shall
carry out evaluation of every Director’s performance. The Company shall disclose the remuneration policy and
the evaluation criteria in its Annual Report.
e) To recommend to the Board, all remuneration, in whatever form, payable to senior management.

The composition of the Nomination & Remuneration Committee is as follows:
Name of the Member Designation Category of Directorship
Mr. N. Kaviratne Chairman Non-Executive & Independent
Mr. D. S. Parekh* Member Non-Executive
Ms. A. Bansal Member Non-Executive & Independent

st
Ms. R. S. Karnad was appointed as member of the committee with effect from 1st April 2019.
During the year under review, the Committee met on 4th February 2019 and 27th March 2019. All the members attended the
meeting.
Remuneration Policy & Evaluation Criteria

The Nomination & Remuneration Committee has adopted Policy on Remuneration to the Senior Management and Whole-
time Directors of the Company and a Policy on composition, diversity and evaluation of the Board of the Company. The
major terms of both policies are as under:
Remuneration Policy for Senior Management & Whole-time Directors

a) All the Whole-time Directors including the Managing Director is paid such remuneration as may be mutually agreed
between the Company and the Whole-time Directors within the overall limits prescribed under the Companies Act,
2013 and is subject to approval by the Shareholders of the Company.
b) The remuneration for the Senior Management and Whole-time Directors mainly consists of salary, benefits, perquisites
and retirement benefits which are fixed components and the annual performance bonus and long-term incentives are
the variable components.
c) When determining remuneration levels, individual’s role, experience and performance and independently sourced
data for relevant comparator groups are considered.
d) Ordinarily, salary increases will be broadly in line with the average increases for the wider GlaxoSmithKline workforce.
However, increases may be higher to reflect a change in the scope of the individual’s role, responsibilities or
experience.
e) The overall performance of the individual is a key consideration when determining salary increases.
f) The Company has adopted remuneration policy and the same has been posted on Company website
http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies.
Performance Evaluation of the Board

In terms of the provisions of the Companies Act, 2013 and Schedule II-part D of the Listing Obligations & Disclosures
Regulations, 2015, the Board has carried out the annual performance evaluation of its own including the various Committee
and the individual Directors with a detailed questionnaire covering various aspects of Board’s functioning like composition
of the Board and its Committees, Board culture, performance of specific duties and obligations.
A similar process with a separate exercise was carried out to evaluate the performance of the individual Directors
including the Chairman of the Board, who were evaluated on parameters such as the independence of judgement, level of
engagement, their contribution, safeguarding the interests of the Company and minority members.
Remuneration to Non - Executive Directors

a. Independent and Non-Executive Directors other than Directors who are in the employment of the GlaxoSmithKline
Group Companies are entitled for sitting fees of ` 50,000 per meeting of Board or Committee thereof. They will also
be entitled for reimbursement of expenses incurred for participation in the Board or Committee Meetings.
b. All the Directors of the Company, excluding the Managing Director, Directors in the Executive employment of the
Company and Directors who are in the employment of the GlaxoSmithKline Group Companies are entitled to receive
commission collectively up to a maximum of one percent of the net profits of the Company computed in accordance
with the provisions of the Companies Act, 2013 for such period and such amount as may be decided by the Board of
Directors from time to time.
c. The Independent Directors of the Company are not entitled to participate in the Stock Option Scheme of the Company,
if any, introduced by the Company.
The details of the remuneration paid to the Directors during the year ended 31st March 2019 are given below:
(` in lakhs)
Whole-time Directors Salary Perfor- Perquisites GSK Plc Contribution to Total
mance and -Share Value Provident Fund and
Bonus Allowances Plan Superannuation Fund
Mr. A. Vaidheesh 274.43 124.89 101.78 204.65 74.10 779.84
Mr. R. Krishnaswamy 79.76 35.50 74.81 48.36 21.53 259.97
Ms. P. Thakur 100.73 N.A.* 90.45 26.71 18.33 236.22
*Relates to performance bonus for the period ended January to December 2017. She was appointed as a Director w.e.f.
1st January 2018.
(` in lakhs)
Independent Directors and Non-Executive Directors Commission# Sitting Fees Total
Mr. D. S. Parekh* 70.00^ 24.00^^ 94.00
Mr. R. R. Bajaaj** 5.00 2.50 7.50
Ms. A. Bansal 15.00 5.00 20.00
Mr. P. V. Bhide 15.00 6.00 21.00
Mr. N. Kaviratne 15.00 7.00 22.00
Mr. A. N. Roy 15.00 5.00 20.00
Mr. D. Sundaram 15.00 7.00 22.00
# payable in 2019
* Resigned with effect from 31st March 2019.
^ Includes one-off one-time additional commission of ` 50 lakhs.
^^ Sitting fees for meetings held in March 2018 was paid in April 2018.
** Mr. R. R. Bajaaj resigned with effect from 24th July 2018.
Notes:
(a) The agreement between the Company and Whole-time Directors is;
a) Mr. A. Vaidheesh for a period from 3rd August 2015 to 30th September 2019:
b) Mr. R. Krishnaswamy for a period from 1st August 2016 to 31st July 2019:
c) Ms. P. Thakur for period from 1st January 2018 to 31st December 2020:
The terms of the agreement are valid up to the expiry of agreement or normal retirement date, whichever is earlier.
Either party to the agreement is entitled to terminate the agreement by giving not less than three month’s notice
(six month’s notice in case of Managing Director) in writing to the other party.
(b) Performance bonus is paid as a percentage of salary, based on certain pre-agreed performance parameters.
(c) The above figures do not include provision for encashable leave, gratuity and premium paid for health insurance.
(d) There is no separate provision for payment of severance fees.
(e) None of the Directors other than those listed above are paid remuneration.
(f) None of the other Directors hold any shares of the Company except Mr. D. S. Parekh who holds 1224 equity shares
& Ms. R. S. Karnad who holds 600 equity shares of the Company.

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013, the composition of the Corporate Social
Responsibility Committee is as follows:

Mr. D. S. Parekh* Chairman Non-Executive
Mr. A.N. Roy Member Non-Executive & Independent
Ms. A. Bansal Member Non-Executive & Independent
Mr. A. Vaidheesh Member Managing Director
st
During the year under review, the Committee met on 8th May 2018 & 25th January 2019 and all the members attended
the meeting except Mr. D.S. Parekh & Mr. A. Vaidheesh did not attend on 25th January 2019 meeting. Please refer to the
Board’s Report and its annexures for details regarding CSR activities.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and clause 20 of the Listing Obligations &
Disclosures Regulations, 2015, the composition of the Investors / Shareholders Grievance Committee is as follows:

Mr. D. S. Parekh* Chairman Non-Executive
Mr. R. R. Bajaaj** Member Non-Executive & Independent
Mr. P. V. Bhide Member Non-Executive & Independent
Mr. A. Vaidheesh Member Managing Director
st
**Mr. R. R. Bajaaj resigned with effect from 24th July 2018.

Ms. R.S. Karnad was appointed as Chairperson of the committee with effect from 1st April 2019.
During the year under review, the Committee met on 18th December 2018 and except Mr. D.S. Parekh all the members
attended the meeting.
Name, designation and address of the Compliance Officer:

Mr. Ajay Nadkarni
Company Secretary
Dr. Annie Besant Road
Worli, Mumbai - 400 030
Phone : (022) 2495 9433
Fax : (022) 2498 1526
Email ID : ajay.a.nadkarni@gsk.com
The complaints received during the year under review are as follows:
Sr. No Particulars No. of Complaint
1 At the beginning of the year 01
2 Received during the year 124
3 Resolved during the year 125
4 Pending at the end of the year 00
During the year under review, the above complaints regarding non-receipt of shares sent for transfer, demat queries
and non-receipt of dividend warrants and annual reports were received from the members, all of them were resolved.
The Company had no transfers pending at the close of the financial year.
7. GENERAL BODY MEETINGS

Details of the location of the last three Annual General Meetings (AGM) and details of the resolutions passed or
to be passed by Postal Ballot:
Date Year Venue Time Special Resolution
24 July 2018
th
1 April 2017 to 31 March 2018 Birla Matushri Sabhagar,
st st
2.30 p.m. None
25th July 2017 1st April 2016 to 31st March 2017 19, Sir Vithaldas 3.00 p.m. None
Thackersey Marg, Marine
28 July 2016
th
1st April 2015 to 31st March 2016 3.00 p.m. Commission to
Lines, Mumbai – 400 020
Independent Directors
All the resolutions, including special resolutions set out in the respective Notices were passed by the members. One Postal
Ballot was held during the year under review. No Special Resolution is proposed to be passed through Postal Ballot at the
forthcoming Annual General Meeting.
Postal Ballot
During FY 2018-2019, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the
Companies (Management and Administration) Rules, 2014, and any other applicable provisions of the Companies Act,
2013, below mentioned resolution was passed by the members through postal ballot. The notice of the postal ballot dated
30th July 2018 was sent to all members of the Company along with postage prepaid envelopes. Parikh & Associates,
Practicing Company Secretary, was appointed as the Scrutinizer for the Postal Ballot and submitted his report to Chairman,
Mr. Deepak Parekh. The results of the Postal Ballot were announced on 5th September 2018, and the details are as follows:
 ORDINARY - Increase in authorized share capital of the Company

Category Mode of No. of No. of % of Votes No. of No. of % of Votes % of Votes
Voting shares votes Polled on Votes – in Votes – in favour against on
held (1) polled (2) outstanding favour (4) against on votes votes polled
shares (5) polled (7)=[(5)/
(3)=[(2)/(1)]* (6)=[(4)/ (2)]*100
100 (2)]*100
Promoter E-Voting 63527262 63527262 100.00 63527262 0 100.00 0.00
and Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
Postal Ballot 63527262 0 0.00 0 0 0.00 0.00
Group
(if applicable)
Public- E-Voting 10626908 9856757 92.75 8974371 882386 91.05 8.95
Institutions Poll 10626908 0 0.00 0 0 0.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.00 0.00
(if applicable)
Public- Non E-Voting 10548847 141907 1.34 141336 571 99.60 0.40
Postal Ballot 10548847 49166 0.46 48593 573 98.84 1.16
(if applicable)
Total 84703017 7357509 86.86 72691562 883530 98.80 1.20

 SPECIAL - Alteration of Clause V of Memorandum of Association of the Company.

(3)=[(2)/(1)]* (6)=[(4)/ (2)]*100
100 (2)]*100
and
Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
Group Postal Ballot 63527262 0 0.00 0 0 0.00 0.00
(if applicable)
Public- E-Voting 10626908 9856757 92.75 8974371 882386 91.05 8.95
Institutions
Poll 10626908 0 0.00 0 0 0.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.00 0.00
(if applicable)
Public- E-Voting 10548847 141344 1.33 141054 290 99.80 0.20
Non
Poll 10548847 0 0.00 0 0 0.00 0.00
Institutions
Postal Ballot 10548847 48777 0.46 48708 69 99.86 0.14
(if applicable)
Total 84703017 73574140 86.86 72691395 882745 98.81 1.19
 SPECIAL - Alteration of Clause 4 of Article of Association of the Company.

(3)=[(2)/(1)]* (6)=[(4)/ (2)]*100
100 (2)]*100
and
Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
(if applicable)
Public- E-Voting 10626908 9856757 92.75 8974371 882386 91.05 8.95
Institutions
Poll 10626908 0 0.00 0 0 0.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.00 0.00
(if applicable)
Public- E-Voting 10548847 141344 1.33 141054 290 99.80 0.20
Non
Poll 10548847 0 0.00 0 0 0.00 0.00
Institutions
Postal Ballot 10548847 48802 0.46 48516 286 99.42 0.58
(if applicable)
Total 84703017 73574165 86.86 72691203 882962 98.80 1.20
 ORDINARY - Approval for the issue of bonus shares

Voting shares votes Polled on Votes – in Votes – in favour against
held polled outstanding favour against on votes on votes
shares polled polled

and
Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
(if applicable)
Public- E-Voting 10626908 9856757 92.75 8974371 882386 91.05 8.95
Institutions
Poll 10626908 0 0.00 0 0 0.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.00 0.00
(if applicable)
Institutions
Poll 10548847 0 0.00 0 0 0.00 0.00
Postal Ballot 10548847 49106 0.46 49087 19 99.97 0.03
(if applicable)
Total 84703017 73575823 86.86 72692455 883368 98.80 1.20
 SPECIAL - Approval of members to the continuation of Mr. D S. Parekh as a Non-Executive Director of the Company
after his attaining the age of seventy five years

Voting shares votes Polled on Votes – in Votes – in favour against
held polled outstanding favour against on votes on votes
and
Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
(if applicable)
Public- E-Voting 10626908 9856757 92.75 9787256 69501 99.30 0.70
Institutions
Poll 10626908 0 0.00 0 0 0.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.00 0.00
(if applicable)
Institutions
Poll 10548847 0 0.00 0 0 0.00 0.00
Postal Ballot 10548847 48502 0.45 46392 2110 95.65 4.35
(if applicable)
Total 84703017 73573499 86.86 73501474 72025 99.91 0.09

 SPECIAL - Approval of members to the continuation of Mr. N. Kaviratne as an Independent Director of the Company
after his attaining the age of seventy five years

Voting shares held votes Polled on Votes – in Votes – in favour against
polled outstanding favour against on votes on votes
and Poll 63527262 0 0.00 0 0 0.00 0.00
Promoter
Postal Ballot 63527262 0 0.00 0 0 0.00 0.00
Group
(if applicable)
Public- E-Voting 10626908 9856757 92.75 9856757 0 100.00 0.00
Postal Ballot 10626908 0 0.00 0 0 0.0000 0.00
(if applicable)
Public- E-Voting 10548847 140402 1.33 139987 415 99.71 0.29
Non- Poll 10548847 0 0.00 0 0 0.00 0.00
Institutions
Postal Ballot 10548847 48454 0.45 45722 2732 94.37 5.63
(if applicable)
Total 84703017 73572875 86.85 73569728 3147 99.99 0.01
8. MEANS OF COMMUNICATION
The quarterly and half-yearly results are published in widely circulating national and local dailies such as The Economic
Times and Business Standard, in English and Maharashtra Times, in Marathi. These are not sent individually to the
members.
The Company’s results and official news releases are displayed on the Company’s website. The Company’s website
address www.gsk-india.com. The Company had six meetings and made a presentation to institutional investors and
analysts during the year.
The Management Discussion and Analysis Report form a part of this Annual Report.
9. GENERAL SHAREHOLDER INFORMATION

 AGM: Date, Day, Time and Venue 22nd July 2019, Monday at 2.30 p.m. at Birla Matushri Sabhagar, 19,
Sir Vithaldas Thackersey Marg, Marine Lines, Mumbai - 400 020
 Financial Year i) April to March
ii) First Quarter Results – July 2019
iii) Half-Yearly Results – October 2019
iv) Third Quarter Results – February 2020
v) Results for the year ending 31st March 2020 - May 2020
 Date of Book Closure 15th July 2019 to 22nd July 2019 (both days inclusive)
 Dividend Payment date(s) on and after 22nd July 2019
 Listing on Stock Exchange The BSE Limited, Mumbai and the National Stock Exchange of India
Limited. The Company has paid the listing fees for the financial year
2018-19 and 2019-20.
 Stock Code 500660 on BSE
GLAXO on The National Stock Exchange (NSE)
 Demat ISIN Number for NSDL and CDSL INE 159A01016
 High/low of market price of the Company’s shares traded along with the volumes on The Stock Exchange, Mumbai and on
the National Stock Exchange during the year April 2018 to March 2019 is furnished below:
Month & Year BSE NSE

High Low Volume High Low Volume
(Rupees) (Rupees) (No. of (Rupees) (Rupees) (No. of
Shares) Shares)
April 2018 2449 2085 18121 2450 2020 187106
May 2018 2560 2272 25058 2553 2308 215074
June 2018 2864 2500 213978 2870 2501 353568
July 2018 3249 2706 81647 3249 2732 603882
August 2018 3470 3155 68796 3475 3159 476271
September 2018 3595 1418 91009 3600 1420 667345
October 2018 1478 1253 54052 1483 1251 407096
November 2018 1452 1315 37503 1460 1313 228675
December 2018 1520 1313 35073 1520 1324 294912
January 2019 1545 1380 27008 1512 1378 261967
February 2019 1465 1306 22182 1420 1311 321750
March 2019 1365 1270 42283 1342 1270 402099
Note: Share price is rounded off to nearest rupee
 Share Performance of the Company in comparison to BSE Sensex
3600 39000
3500
3400
3300
3200
3100 38000
3000
SHARE PRICE
2900
2800
2700
SENSEX
2600 37000
2500
2400
2300
2200 36000
2100
2000
1900
1800
1700 35000
1600
1500
1400
1300
1200 34000
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Share Price Sensex
 Share Performance of the Company in comparison to NSE S&P CNX Nifty

3600
3500
3400
3300
3200 11500.00
3100
3000
S&P CNX Nifty
SHARE PRICE
2900
2800
2700
2600
2500 11000.00
2400
2300
2200
2100
2000
1900 10500.00
1800
1700
1600
1500
1400
1300
1200 10000.00
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Share Price (Close) S & P CNX Nifty

 Equity History
Particulars No. of shares issued Year of issue

(of ` 10 each)
Original Holding 18,00,000 1924
Bonus Issue 2,00,000 1947
Bonus Issue 10,00,000 1962
Bonus Issue 24,00,000 1968
Public Issue 18,00,000 1969
Bonus Issue 36,00,000 1977
Bonus Issue 36,00,000 1980
Public cum Rights Issue 56,00,000 1983
Shares allotted to Group Companies 44,89,800 1993
Rights Issue 53,97,700 1993
Bonus Issue 2,98,87,500 1995
Shares issued pursuant to the amalgamation of SmithKline Beecham
Pharmaceuticals (India) Limited (SBPIL) with the Company in the ratio
of one share of the Company for every two shares of SBPIL issued on 1,47,00,000 2001
30th November 2001
Shares issued pursuant to the amalgamation of Burroughs Wellcome
(India) Limited (BWIL) with the Company in the ratio of fourteen shares
of the Company for every ten shares of BWIL issued on 29th October 1,28,47,546 2004
2004
Buy back of equity shares (26,19,529) 2005
Bonus Issue 8,47,03,017 2018
Total 16,94,06,034
 List of top ten members of the Company other than Glaxo Group Limited, GlaxoSmithKline Pte Limited, Eskaylab Limited
and Burroughs Wellcome International Limited who hold 35.99%, 28.10%, 6.94% and 3.97% shares respectively are as
follows:
Sr. No. Name of Shareholder % to Equity

1. Life Insurance Corporation of India 6.36
2. Aditya Birla Sun Life Trustee Company Private Limited 2.57
3. General Insurance Corporation of India 1.14
4. Aberdeen Global Indian Equity (Mauritius) Limited 0.62
5. Investor Education and Protection Fund Authority 0.44
6. The Oriental Insurance Company Limited 0.42
7. Vanguard Emerging Markets Stock Index Fund 0.28
8. The India Fund Inc 0.19
9. L &T Mutual Fund Trustee Limited 0.18
10. The New India Assurance Company Limited 0.17
 The distribution of shareholding as on 31st March 2019 is as follows:

No. of Equity Shares held Folios % Shares %
Up to 25 25856 26.24 287460 0.17
26 to 50 12024 12.20 493156 0.29
51 to 100 15059 15.28 1282012 0.76
101 to 500 38506 39.08 9557533 5.64
501 to 1000 4742 4.81 3363523 1.99
1001 to 10000 2253 2.29 4498304 2.66
10001 and above 84 0.10 149924046 88.49
Grand Total 98524 100.00 169406034 100.00
 Shareholding pattern as on 31st March 2019 is as follows:

Category No. of Shares %
Promoter & Promoter Group
• Glaxo Group Limited, U.K. 6,09,70,500 35.99
• GlaxoSmithKline Pte Limited, Singapore 4,76,04,024 28.10
• Eskaylab Limited, U.K. 1,17,60,000 6.94
• Burroughs Wellcome International Limited, U.K. 67,20,000 3.97
Mutual Funds 49,46,655 2.92
Financial Institutions / Banks/ Insurance Companies 1,38,21,851 8.16
Foreign Institutional Investors/ NRI/ OCB 30,98,037 1.83
Bodies Corporates 9,09,222 0.54
Foreign Nationals 150 0.00
Individuals 1,83,81,696 10.85
Others 11,93,899 0.70
Total 16,94,06,034 100.00
 Registrars and Share Transfer Agents Karvy Fintech Private Limited

Unit: GlaxoSmithKline Pharmaceuticals Limited
Karvy Selenium Tower B, Plot No 31 & 32
Gachibowli, Financial District,
Nanakramguda, Serilingampally
Hyderabad, Telangana – 500032
Tel No.: 040 - 67162222
Fax No.: 040 - 23001153
Contact Person: Mr. Premkumar Nair
Email ID: einward.ris@karvy.com
 Share transfer system All the transfers received are processed by the Registrars and Share
Transfer Agents and are approved by the Share Transfer Committee,
which normally meets two times in a month or more depending on
the volume of transfers. Share transfers are registered and returned
within maximum of 15 days from the date of lodgment if documents are
complete in all respects.

 Dematerialisation of shares and liquidity 98.40% of the paid-up capital has been dematerialised as on
31.03.2019. Glaxo Group Limited, GlaxoSmithKline Pte Limited,
Eskaylab Limited and Burroughs Wellcome International Limited, who
jointly hold 75.00% of the paid-up share capital of the Company, hold
their shares in the dematerialised form.
 Outstanding GDRs/ADRs/ Warrants or any Not issued.

convertible instruments conversion date and
likely impact on equity
 Address for correspondence Shareholders’ correspondence should be addressed to the Company’s

Registrars and Share Transfer Agents at the address mentioned
above.
Shareholders may also contact Mr. Ajay Nadkarni, Company Secretary,
at the Registered office of the Company for any assistance.
Tel. Nos. 022- 24959595 Extension 433/434/415
Email ID: ajay.a.nadkarni@gsk.com
Shareholders holding shares in electronic mode should address all
their correspondence to their respective Depository Participant.
 Plant A-10, M I D C Area - Ambad, Nashik - 422001, Maharashtra
10. OTHER DISCLOSURES

 Transactions with related parties are disclosed in Note 52 to the standalone financial statements in the Annual Report.
 Company has not obtained any credit rating for the financial year ended 31st March 2019.
 Company has not raised any funds through preferential allotment or QIP for the financial year ended 31st March 2019.
 Company has paid ` 97.75 lakhs as total fees for all services provided by Deloitte Haskins & Sells LLP, Statutory
Auditors of the Company.
 Policy for related party transactions has been uploaded on the Company’s website http://india- pharma.gsk.com/en-
in/investors/shareholder-information/policies/.
 There was one Sexual harassment complaint which was reported and closed during the year.
 During the last three years, there were no strictures or penalties imposed by either the Securities and Exchange
Board of India or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the
capital markets.
 The Codes of Conduct applicable to all Directors and employees of the Company have been posted on the Company’s
website. For the year under review, all Directors and Senior Management personnel of the Company have confirmed
their adherence to the provisions of the said Codes.
 The Company has put in place a whistle blower policy/ vigil mechanism pursuant to which employees of the Company
can raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the
Company and no one has been denied access to the Audit Committee.
 The Company has in place Risk Management Policy for Risk Assessment and Mitigation and it is periodically reviewed
by the Board Members.
 The Company is not dealing in commodity and hence disclosure pursuant to SEBI Circular dated November 15, 2018
is not required to be given.
 The Company has sent first reminder for the shares which are lying unclaimed with the Company as per Listing
Regulations.
 There is no Non- Compliance of any requirement of Corporate Governance Report of Sub para (2) to (10) of Part C
of Schedule V of the Listing Regulations.
The Company has complied with all mandatory items of the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
the regulation 46 with schedule II and V of Listing Regulations.
NON - MANDATORY REQUIREMENTS

A. The Board
The Chairman of the Board does not maintain a Chairman ‘s office at the Company’s expense.
B. Shareholders Right
The quarterly and half-yearly results are published in widely circulating national and local dailies such as The Economic
Times and Business Standard, in English and Maharashtra Times, in Marathi. These are not sent individually to the
members but hosted on the website of the Company.
C. Audit Qualification
There are no qualifications contained in Audit Report.
D. Separate post of Chairman and Managing Director

The posts of Chairman and Managing Director are separate.
E. Reporting of Internal Auditors

The Internal Auditor of the Company reports to the Audit Committee and makes detailed presentations at quarterly
meetings.
On behalf of the Board of Directors
Ms. R. S. Karnad
Mumbai, May 20, 2019 Chairperson

INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF
GLAXOSMITHKLINE PHARMACEUTICALS LIMITED
1. This certificate is issued in accordance with the terms of our engagement letter dated April 25, 2019.
2. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of GlaxoSmithKline Pharmaceuticals
Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the
year ended on March 31, 2019, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para
C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations).
Management’s Responsibility
3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with
the conditions of the Corporate Governance stipulated in Listing Regulations.
Auditor’s Responsibility
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
5. We have examined the books of account and other relevant records and documents maintained by the Company for the
purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (ICAI), the Standards
on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this
certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
8. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule
V of the Listing Regulations during the year ended March 31, 2019.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
B. P. SHROFF
Partner
Place: Mumbai (Membership No. 34382)
Date: May 20, 2019
Declaration Regarding Compliance by Board Members and Senior Management Personnel with the Company’s Code
of Conduct
In accordance with Regulation 26(3) of the SEBI Listing Obligations & Disclosures Requirements (LODR), Regulations, 2015,
I hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance to their
respective Codes of Conduct, as applicable to them for the year ended March 31, 2019.
For GlaxoSmithKline Pharmaceuticals Limited
Annaswamy Vaidheesh
Mumbai, May 20, 2019 Managing Director
Annexure ‘C’ to the Director’s Report

Business Responsibility Report
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) : L24239MH1924PLC001151
2. Name of the Company : GlaxoSmithKline Pharmaceuticals Limited
3. Registered Address : Dr. Annie Besant Road, Worli, Mumbai - 400030
4. Website : www.gsk-india.com
5. E-mail id : in.investorqueries@gsk.com
6. Financial Year reported : 1st April 2018 to March 31, 2019
7. Sector(s) that the Company is engaged in (industrial activity code wise):
Group Class Sub class Description

210 2100 21001 Manufacture of medicinal substances used in the manufacture of
pharmaceuticals: antibiotics, endocrine products, basic vitamins; opium
derivatives; sulpha drugs; serums and plasmas; salicylic acid, its salts and
esters; glycosides and vegetable alkaloids; chemically pure sugar
8. List three key product/services that the : Betamethasone, Potassium Clavulanate with
Company manufactures. provides Amoxycillin & Pneumococcal Polysaccharide
(as in balance sheet) Conjugate Vaccine (adsorbed) Ph. Eur.
9. Total number of locations where business activity is undertaken by the Company:
i. Number of international locations : Nil
ii. Number of national locations : 1 Manufacturing Plant at Nashik

Head Office at Mumbai
10. Markets served by the Company : Pan India across all markets in India.
SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up capital (` in lakhs) : 169,40.60
2. Total turnover (` in lakhs) : 3128,53.46
3. Total profit after taxes (` in lakhs) : 425,36.05
4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) : The Company’s total
spending on CSR is 2.02% of the average net profit in the previous three financial years.
5. List of activities in which expenditure in 4 above has been incurred :
Please refer to Annexure ‘A’ to Directors Report for the details
SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company / Companies?
Yes, the Company has one subsidiary, Biddle Sawyer Limited.
2. Do the Subsidiary Company/Companies participate in the BR initiatives of the parent Company? If yes, then
indicate the number of such subsidiary company(s)?
Business responsibility initiatives of the parent company are applicable to all subsidiary companies.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in
the BR initiatives of the Company? If yes, then indicate the percentage of such entity / entities? [Less than 30%,
30-60%, More than 60%]
The GSK Code of Conduct is applicable to all the business entities who do business with the Company. The business
associates do not directly participate in Business Responsibility Initiatives of the Company.
SECTION D: BR INFORMATION
1. Details of Director / Directors responsible for BR:
a) Details of the Director / Directors responsible for implementation of the BR Policy / Policies:
Director Identification Number (DIN): 03043004
Name: Mr. Raju Krishnaswamy
Designation: Whole-time Director
b) Details of the BR Head:
1 DIN (if applicable) : 03043004
2 Name : Mr. Raju Krishnaswamy
3 Designation : Whole-time Director
4 Telephone No : +91 22 24959650
5 E mail ID : raju.x.krishnaswamy@gsk.com
2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)

2a. Details of Compliance (Reply Y/N)
Engagement and CSR
Customer Relations
Business Ethics
Responsibility
Human Rights
Public Policy
Environment
Wellbeing of
Stakeholder
Employee
Product
CSR
Question
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy / guidelines for: Y Y Y Y Y Y Y Y Y
2 Have the policy/guidelines been Y Y Y Y Y Y Y Y Y
formulated in consultation with the
relevant stakeholders
3 Do the policy/guidelines conform to Most of the company’s policies/guidelines are aligned with GSK Plc’s
any national / international standards? global best practices. The Company adhered to Indian laws and
If yes, specify? regulations, in cases where it is more stringent.
4 Have the policy/guidelines been Y Y N.A. Y N.A. Y Y Y Y
approved by the Board? If yes, has it Standards and Policies adopted by our global parent have been put
been signed by MD / Owner / CEO / in place in India. Being in the healthcare business, our standards are
appropriate Board Director? more stringent.
5 Does the Company have a specified Y Y Y Y Y Y Y Y Y
Committee of the Board / Director /
Official to oversee the implementation
of the policy/guidelines?
Engagement and CSR
Customer Relations
Business Ethics
Responsibility
Human Rights
Public Policy
Environment
Wellbeing of
Stakeholder
Employee
Product
CSR
Question
P1 P2 P3 P4 P5 P6 P7 P8 P9
6 Indicate the link for the policy to be http://india-pharma.gsk.com/en-in/about-us/policies-codes-and-
viewed online? standards/
https://india-pharma.gsk.com/en-in/investors/shareholder-
information/policies/
7 Has the policy/guidelines been Y Y Y Y Y Y Y Y Y
formally communicated to all relevant
internal and external stakeholders?
8 Does the Company have in-house Y Y Y Y Y Y Y Y Y
structure to implement the policy /
policies/guidelines?
9 Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to the
policy / policies / guidelines to address
stakeholders’ grievances related to the
policy / policies / guidelines?
10 Has the Company carried out Y Y Y Y Y Y Y Y Y
independent audit / evaluation of the
working of this policy / guidelines by
an internal or external agency?
2b. If answer to Sr. No. 1 against any principle is ‘No’, please explain why: (Tick up to 2 options)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The Company has not understood the N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
principles
The Company is not at a stage where N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
it finds itself in a position to formulate
and implement the policies on specified
principles
The Company does not have financial or N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
manpower resources available for the task
It is planned to be done within next six N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
months
It is planned to be done within next one year N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Any other reason (please specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
3. Governance related to BR:

The Board of Directors of the Company assesses business responsibility initiatives annually. The Company publishes
a Business Responsibility Report in its Annual Report once a year.http://india-pharma.gsk.com/en-in/investors/financial-
results/annual-reports/.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Ethics, transparency and responsibility
Good governance and transparent reporting are part of our commitment to be open about our business activities. Our commitment
to responsible, value-based business underlies everything we do, including our sales and marketing practices, policy activities
and our relationships with suppliers and how we conduct and report our research. We have a strong values-based culture and
our actions are supported by robust policies and compliance processes.
We conduct our business in an ethical way. We also engage stakeholders directly to understand and prioritise the issues that
are important to them. Our policies on ethics, bribery and corruption cover all our stakeholders, including suppliers, vendors,
contractors, NGOs, etc.
As a global corporation, we have a common Code of Conduct across the globe. This code sets out fundamental standards for
all employees and is supported by the Employees Guide to Business Conduct, which helps employees take ethical decisions
and emphasises our values: transparency, respect for people, integrity, and focus on the patient. Every employee at the time
of induction is taken through the code of business conduct and specialised training is provided for employees working in
manufacturing, sales and marketing, where there are additional requirements. In addition, all managers and employees are
required to confirm their compliance with the code on an annual basis. This Code is not just for all employees, but also extends to
anyone who works for and on behalf of GSK. At GSK, we ensure that everything we do is guided by our commitment to our values
and our commitment to being in compliance with the regulations within which we have to operate. The foundations of these
commitments are laid out in our Code of Conduct and each employee must take personal responsibility to abide by our Code.
We market our prescription medicines and vaccines to healthcare professionals, hospitals and the government. Our policies
and updated Global Code of Practice for Promotion and Customer Interactions prescribe the nature of our practices. This code,
as the name suggests, is applicable worldwide. Our regional and local policies, standard operating procedures and other codes
provide additional guidance to employees. In addition, we are also a signatory to the OPPI (Organisation of Pharmaceutical
Producers of India) code of marketing conduct.
We also have in place The Anti-Bribery and Corruption (ABAC) Programme. ABAC is a part of GSK’s response to the threat and risk
of bribery and corruption. The programme includes the ABAC Handbook, which has been designed to assist internal and external
parties, understand corruption risk, and identify people’s responsibilities to actively combat both real and perceived corruption.
Speak Up - Our whistleblowing initiative
We have a culture of disclosure which is enabled by a strong grievance redressal body and supportive ecosystems. In addition,
specific processes and mechanisms to facilitate reporting of unethical conduct or violation of laid down guidelines as well as
for protection of employees that report unethical conducts are in place. All GSK employees have access to whistle blowing that
they can use to get advice, and to report suspected cases of misconduct anonymously, if required. (For more details, please
see the Director’s Report).
Safety & Sustainable products and services

Sustainability in our business is critically important if we are to deliver continued innovation and success through our products.
Our commercial success depends on growing a diverse business, creating innovative new products that people value, making
them widely accessible and operating efficiently. In the process, we are able to grow our business and add value to our patients,
consumers, employees, our members and society. Through our wide range of products and services, GSK touches the lives of
millions of patients every day. In the best interest of the patient, we endeavour to work with responsible suppliers who adhere
to the same quality, social and environmental standards as GSK and its affiliates worldwide. At GSK, the interest of the patient
is of prime importance at every stage from development until the final distribution.
Being a global company, most of GSK’s products are approved by major international regulators like USFDA and UKMHRA.
Besides, there are mandatory regulatory approvals required in India endorsing the safety of the product.
A significant proportion of ingredients for our products and packaging material are sourced locally from third party manufacturers
belonging to Micro, Small and Medium Enterprises. A qualified team is in place to build capacity and capability, to educate and
raise the standard of these vendors. The Company has a policy of procuring goods and services like horticulture, housekeeping
and the like from nearby suitable sources of supply.
To ensure compliance to GSK’s standards, all these vendors have to go through the GSK Audit and Approval process which
are based on global guidelines. Our quality team trains and guides these vendors to ensure that they have infrastructure,
facilities, systems and controls in line with GSK’s global standards. In addition, periodic quality audits are held to ensure that
the manufacturing processes, both internally as well as with contract manufacturing partners, remain compliant with our quality
standards. These are over and above the specific quality checks with respect to each batch of finished products as well as
inputs in the form of raw materials.
As our products are related to health, we cannot recycle our products. However, there is a mechanism to segregate the waste
given to the authorised vendor for recycling, wherever appropriate. We reuse some paper packaging material.
We follow the GMP guidelines with respect to our product packaging. Our products have barcodes and other features to avoid
pilferage. To validate the authenticity of the product, we have started a unique QR code for one of our products. This feature
was introduced as an anti-counterfeit measure.
EHS & Environment

Environmental, Health, Safety and Sustainability (EHSS) strategy has been implemented across the entire value chain, from
raw materials to product delivery. The policy on EHSS conforms to local laws as well as GSK’s global standards. As our
Company grows its business to bring innovative medicines to people across the world, environmental sustainability continues
to be a priority and we remain committed to reducing any adverse impact to our environment. Our company has also initiated
collection of post consumed multi-layered plastic from the market in a phased manner, which is brand and geography neutral.
Various initiatives for Environment, Health, Safety & Sustainability were undertaken at our sites. In 2018, the Nashik site
was recognised for its Safety Standards by the National Safety Council and Department of Industrial Safety and Health –
Maharashtra, where we won three awards in the Management and Non-Management staff categories. On the Health and
Hygiene front, the Nashik site was awarded “Gold” in the Healthy Workplace assessment by ‘Arogya World’, which recognises
our work in leading the way in Health and Wellness programmes for employees.
In 2018, the Nashik site received the Pharma Supply Chain (PSC) Energy Trophy, which is a recognition for the best
manufacturing site across the GSK Pharma Supply Chain network for energy performance and use of renewable energy. The
site has also achieved reduction in water consumption year on year.
At our greenfield manufacturing site at Vemgal, Karnataka, environmental considerations have been at the forefront of the factory
design and future operation. The site is designed and built to obtain LEED (Leadership in Energy and Environmental Design)
Gold certification (as per the US Green building council) by adopting environment friendly design and using environmentally
responsible resources like recyclable material for construction, efficient processes throughout its life cycle etc.
Also, any green building certified to reduce overall impact on environment & human health by reducing pollution and degradation
of environment, efficiently using water, energy & other resources, protecting occupant health and improving productivity. In
addition, our company has invested in renewable energy in the form of a 0.5 MW Photovoltaic array, which will contribute to the
site’s energy requirement.
Employee Wellness & Wellbeing

Our wellness and wellbeing initiatives have a fundamental underpinning in the understanding that when we focus on our
wellbeing and balance our work and personal lives, we can thrive and do great things at work and home. We have a range of
health and wellbeing programmes and support services to help employees understand how to feel healthier, happier and more
energised at work and at home.
Your Company has a range of health and wellbeing programmes and support services to help employees understand how to feel
healthier, happier and more energised at work and at home, under the categories, Health& Wellbeing, Energy & Resilience and
the Employee Assistance Programme. (For more details, check #FeelGood in the Human Resources section of the Director’s
Report).
Your Company’s aim is to create an inclusive and engaging working environment that empowers employees to contribute
and help us achieve our strategic business objectives. (For more details on initiatives, please check #BeYou in the Human
Resources section of the Director’s Report.)

In addition, we are committed to conducting our operations in a responsible manner to protect our employees, the environment
and community in which we operate. Extensive work has been carried out at our Nashik site as well as amongst our sales force
to train and create awareness on Employee Health and Safety.
Safety training has been given to all employees in the last year, including permanent women employees, temporary employees
and those with disabilities at the company’s Nashik, Maharashtra and Vemgal, Karnataka sites.
The Company also encourages its employees to go for regular health checkups and immunisation towards preventive healthcare,
leveraging the Partnership for Prevention or P4P initiative for the preventive healthcare of our employees and their families,
in addition to the existing GSK medical plan. GSK has also developed a global driver safety programme, ‘Safe Driving: Every
Journey Counts’ for the safety of our employees in the field force. This initiative aims at increasing awareness on road and motor
vehicle safety, with tips that can be put into practice in our employees’ daily lives.
GSK places its Values (Transparency, Respect for People, Integrity and Patient Focus) at the heart of everything it does.
In addition, our expectations (Courage, Accountability, Development, Teamwork) together with our Values and Innovation
Performance Trust priorities contribute to the culture of the company.
Stakeholder engagement
Engagement and dialogue enables us to understand the needs and views of key stakeholders. This engagement and feedback
helps us to identify important issues and shape our response in the interest of our members and wider society.
Many of our engagements take place during the routine course of business, in day-to-day interactions with customers,
employees, suppliers and other partners. Besides, we carry out formal and structured engagement, including through meetings,
consultations and participation in conferences.
Examples of how we engage with our stakeholders are outlined here.
 Healthcare Professionals (HCPs)

 Sales representative meetings
 Interactions during clinical studies and at conferences
 Engagement with professional organisations
 Patients
 Market research to understand patient needs
 Governments and regulators
 Our public policy work
 Input to policy makers based on our global experience on key issues such as healthcare
 Investors
 Meetings with investors
 Employees
 Regular employee surveys
 Consultation with employee representatives on changes to the business
 Local communities
 Our community development programmes
 Our non-governmental organisation partners for our CSR projects
 Partnering in community for engagement development programmes
 Suppliers
 Global and regional supplier review meetings
 Meetings for diverse suppliers
 Peer companies
 Pharmaceutical industry organisation meetings
 Joint projects, such as the Pharmaceutical Supply Chain Initiative
Human Rights
GSK conforms to national laws as well as the global GSK policies. We comply and adhere to all the human rights laws and
guidelines of the Constitution of India, national laws and policies and the content of the International Bill of Human Rights.
We have direct control over human rights in our own operations and aim to act responsibly across all our spheres, which
includes our employees, suppliers, local communities and more broadly, the society.
Our approach to human rights
Employees - Our employment standards cover issues including diversity, equal opportunities, health & safety and protection of
employees’ human rights.
Suppliers - Our Third Party Code of Conduct requires suppliers, contractors and business partners to meet GSK guidelines for
ethical standards and human rights. Environmental, Health and Safety (EHS) audits help us identify potential breaches of our
human rights clauses.
Communities - GSK aims to have good relationships with all the communities around our sites and to operate in ways that do
not infringe their human rights.
Society - We can have an influence on human rights beyond our own operations. Our efforts to improve access to healthcare
support society more broadly to fulfill its right to health.
Read more on our positions online including: Our Human Rights Statement; (Click on the tab, Responsibility’ on
www.gsk.com Principle 5: Businesses should respect and promote human rights).
Environment
At GSK, we continue to support environmental initiatives through our environmental sustainability strategy that is implemented
across the entire value chain – from raw materials to product disposal. As we grow our business to bring innovative medicines
to people across the world, environmental sustainability continues to be a priority and we remain committed to reducing our
environmental impact.
Our policy on environment conforms to local laws as well as GSK’s global standards. Various initiatives for energy efficiency
and renewable energy were undertaken at our Nashik site during the year.
During the year, the site has also undertaken initiatives for reducing water consumption on principles of reduction, recycling and
re-use in applications across the site.
Over and above these measures, there have been continued efforts to monitor noise levels, recycling of waste and monitoring
of gaseous emissions from the boiler that have resulted in sustaining a high level of energy efficiency. (For more on these
initiatives, please read Director’s Report).
The emissions generated by the Company are within the limit specified by the Maharashtra Pollution Control Board. With
regard to waste management, our waste is segregated and given to government approved vendors for recycling, wherever
appropriate. Nashik site runs on zero discharge basis with respect to water. Treated site effluent is used for site gardening.
We publish our positions on our intranet “EHS Manager – Entropy” on the following:
 Climate change
 The impact of climate change on health

Besides, we publish our positions on our website which include:

 Climate change
 Impact of climate change on health
 Genetically modified micro-organisms and EHS
 Pharmaceuticals in the environment
 Ozone depletion and metered-dose inhalers for asthma
 Ozone depleting substances in plant and equipment
The Company is aligned to Parent for global environmental initiatives and link for the same is as follows
https://www.gsk.com/en-gb/responsibility/environment.
Public policy and patient advocacy

GSK is a member of various industrial and trade bodies like Confederation of Indian Industries (CII), Federation of Indian Chambers
of Commerce & Industry (FICCI), Bombay Chamber of Commerce and Industries (BCCI), Organization of Pharmaceutical
Producers of India (OPPI), the India Business Councils of UK & US and Pharmaceutical Research and Manufacturers of America
(PHRMA). We are a part of various task forces, sub-committees on critical issues, such as health insurance and drug pricing, and
forums within these chambers and work closely with the industry bodies in devising strategies to improve healthcare access in
the country as well to participate in advocacy for creating a business-friendly environment in the country.
Inclusive growth & equitable development

GSK India has a long legacy of giving and partnering with the communities in which we live and operate. We focus on making
life-changing, long-term differences in human health by addressing some of the major health-related concerns. We work to
fulfill this and other philanthropic efforts, through community-based partnerships. Strong partnerships with community groups
are critical, as local organisations have the greatest insights into the needs of their people and the strategies that stand
the greatest chances of success. For more details on our CSR projects, please refer to our Annual CSR Report 2018-2019
https://india-pharma.gsk.com/media/846520/annual-csr-report-2018-19.
We also encourage employee volunteering through programmes, such as Orange Day and the PULSE initiatives
(For more details, please see the Human Resources’ section of the Director’s Report)
Patient engagement
Patients are at the core of our business. They are our most important stakeholders. We are constantly seeking new ways of
delivering healthcare and making our products available and affordable to people who need them, wherever they live.
In our effort to expand access to our products, we have led the industry by adopting a flexible pricing approval to pricing our
medicines and vaccines based on a country’s ability to pay. This has resulted in significant reduction in prices, representing a
good outcome for the patients.
We adhere to national and international standards with respect to product safety and code of engaging with customers.
On our product packaging, we provide all the information as required under the Drugs & Cosmetics Act & Rules.
As on 31st March 2019, from a quality perspective, 47 complaints that were made directly to the company are pending, and
our response is awaited. Investigation is in progress in these cases. As on 31st March 2019, there are 5 consumer complaints
pending in before the court and consumer forums.
Ms. R. S. Karnad
Mumbai, 20th May 2019 Chairperson
Annexure ‘D’ to the Director’s Report

Secretarial Audit Report for the Financial year ended 31st March, 2019
FORM No. MR-3

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by GlaxoSmithKline Pharmaceuticals Limited (hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company, the information provided by the Company, its officers, agents and authorised representatives during the
conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management,
we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March,
2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes
and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and
maintained by the Company for the financial year ended on 31st March, 2019 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and
amendments from time to time;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to
the Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable
to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the
Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Securities and Exchange
Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)
(vi) Other laws applicable specifically to the Company namely:
(1) Pharmacy Act, 1948,
(2) Drugs and Cosmetics Act, 1940,
(3) Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954,
(4) Narcotic Drugs and Psychotropic Substances Act, 1985,
(5) Drug Pricing Control Order, 2013

We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Whole-time Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings were taken unanimously.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the following events occurred which had bearing on the Company’s affairs in
pursuance of the above referred laws, rules, regulations, guidelines, etc.
1. The Company made an issue of Bonus shares in the ratio of 1:1 to the members of the Company.
For Parikh & Associates

Company Secretaries
P. N. Parikh
Partner
Mumbai 20th May, 2019 FCS No: 327 CP No: 1228
This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
‘ANNEXURE A’
To,
The Members,
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the process and practices we followed, provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and
regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
For Parikh & Associates

Company Secretaries
P. N. Parikh
Partner
Mumbai 20th May, 2019 FCS No: 327 CP No: 1228
Annexure “E” to Director’s Report

Extract of Annual Return
FORM MGT - 9
As on financial year ended on 31st March 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:

CIN L24239MH1924PLC001151
Registration Date November 13, 1924
Name of the Company GlaxoSmithkline Pharmaceuticals Limited
Category / Sub-Category of the Company Company Limited by Shares /
Indian Non-Government Company
Address of the Registered office and Dr. Annie Besant Road, Worli, Mumbai 400030
contact details Tel :022-24959595
Fax:022-24959494
Email: askus@gsk.com
Whether listed company Yes
Name, Address and Contact details of Karvy Fintech Private Limited
Registrar and Transfer Agent, if any: Karvy Selenium Tower B, Plot No 31 & 32,
Gachibowli, Financial District Nanakramguda,
Serillingampally, Hyderabad, Telangana – 500032
Tel no: 040- 67162222 Fax No: 040-23001153
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -
Sr. Name and Description of main NIC Code of the Product/ % to total turnover of the
No. products/services service company
1 Pharmaceuticals 21002 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and address of the CIN / GLN Holding / % of Applicable
No. Company subsidiary/ shares section
associate held
1 Biddle Sawyer Limited U51900MH1948PLC006218 Subsidiary 100 2(87)
252, Dr. Annie Besant Road,
Worli, Mumbai 400030

IV. SHARE HOLDING PATTERN

(EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY):
i. Category-wise Share Holding:
Category of No. of Shares held at the beginning No. of Shares held at the end of the %
Shareholders of the year i.e. 1st April, 2018 year 31st March, 2019 Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares Shares year
A. Promoters
(1) Indian
a) Individual/HUF 0 0 0 0 0 0 0 0 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub-total(A)(1): 0 0 0 0 0 0 0 0 0
(2) Foreign
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) Other – Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 63527262 0 63527262 75.00 127054524 0 127054524 75.00 0
Sub-total (A)(2): 63527262 0 63527262 75.00 127054524 0 127054524 75.00 0
Total shareholding of 63527262 0 63527262 75.00 127054524 0 127054524 75.00 0
Promoter (A) = (A)(1)+(A)(2)
B. Public Shareholding
(1) Institutions
a) Mutual Funds 2079017 10821 2089838 2.47 4925613 21042 4946655 2.92 0.45
b) Banks / FI 7050110 15346 7065456 8.34 13793627 28224 13821851 8.16 -0.18
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 1375816 1640 1377456 1.63 2451486 800 2452286 1.45 -0.18
h) Foreign Venture Capital 0 0 0 0 0 0 0 0 0
Funds
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1): 10504943 27807 10532750 12.43 21170726 50066 21220792 12.53 0.10
(2) Non-Institutions
a) Bodies Corp.
i) Indian 403411 14439 417850 0.49 880829 28393 909222 0.54 0.05
ii) Overseas 0 0 0 0.00 0 0 0 0 0.00
b) Individuals
i) Individual members 7770788 1624781 9395569 11.09 15666080 2607003 18273083 10.79 -0.30
holding nominal share
capital up to ` 1 lakh
Category of No. of Shares held at the beginning No. of Shares held at the end of the %
Shareholders of the year i.e. 1st April, 2018 year 31st March, 2019 Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares Shares year
ii) Individual members 138622 0 138622 0.16 411765 10480 422245 0.25 0.09
holding nominal share
capital in excess of `1
lakh
c) Others (specify)
NBFCs Registered with RBI 7728 0 7728 0.01 87372 0 87372 0.05 0.04
Non - Resident Indian 0 1434 1434 0 0 2848 2848 0.00 0.00
Repatriable
Trusts 15929 0 15929 0.02 32970 0 32970 0.02 0.00
Non- Resident Indians 67617 0 67617 0.08 125593 98 125691 0.07 -0.01
Clearing Members 12726 0 12726 0.02 9255 0 9255 0.01 -0.01
Non - Resident Companies 0 0 0 0.00 0 0 0 0.00 0.00
Non - Resident Indian Non 255659 3656 259315 0.31 511028 6184 517212 0.31 0.00
Repatriable
Directors 612 0 612 0.00 1224 0 1224 0.00 0.00
Foreign Nationals 2875 0 2875 0.00 150 0 150 0.00 0.00
IEPF 322728 0 322728 0.38 749446 0 749446 0.44 0.06
Sub-total(B)(2): 8998695 1644310 10643005 12.57 18475712 2655006 21130718 12.47 -0.10
Total Public Shareholding 19503638 1672117 21175755 25.00 39646438 2705072 42351510 25.00 0.00
(B)=(B)(1)+(B)(2)
C. Shares held by 0 0 0 0.00 0 0 0 0 0.00
Custodian for GDRs &
ADRs
Grand Total (A+B+C) 83030900 1672117 84703017 100 166700962 2705072 169406034 100 0.00
*Company issued Bonus shares on 18 September 2018 in ratio of 1:1
th
ii. Shareholding of Promoters:

Sr. Shareholder’s Shareholding at the beginning of the Shareholding at the end of the %
No. Name year 1st April, 2018 year 31st March, 2019 change
No. of % of total % of Shares No. of % of total % of Shares in share
Shares Shares Pledged/ Shares Shares Pledged / holding
of the encumbered of the encumbered during
Company to total shares Company to total shares the year
1 Glaxo Group 30485250 35.99 0 60970500 35.99 0 0
Limited
2 Eskaylab Limited 5880000 6.94 0 11760000 6.94 0 0
3 Burroughs 3360000 3.97 0 6720000 3.97 0 0
Wellcome
International
Limited
4 GlaxoSmithKline 23802012 28.10 0 47604024 28.10 0 0
Pte Limited
Total 63527262 75.00 0 127054524 75.00 0 0

iii. Change in Promoters’ Shareholding (please specify, if there is no change):

Sr. Name of promoters Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
1st April, 2018 31st March, 2019
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
1 Glaxo Group Limited 30485250 35.99 60970500 35.99
Bonus Shares allotted on 18th September 2018
in ratio of 1:1
2 Eskaylab Limited 5880000 6.94 11760000 6.94
in ratio of 1:1
3 Burroughs Wellcome International Limited 3360000 3.97 6720000 3.97
in ratio of 1:1
4 GlaxoSmithKline Pte Limited 23802012 28.10 47604024 28.10
in ratio of 1:1
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. Name of the Shareholder Date Remarks Shareholding at the Cumulative
No. beginning of the year Shareholding during
1st April, 2018 the year
31st March, 2019
No. of % of total No. of % of total
Shares Shares Shares Shares
of the of the
Company Company
1 LIFE INSURANCE CORPORATION OF INDIA
01/04/2018 At the 5424940 6.40 5424940 6.40
beginning of
the year
06/04/2018 Sale -2659 0.00 5422281 6.40
21/09/2018 Bonus Issue 5422281 0.00 10844562 6.40
18/01/2019 Sale -10829 0.00 10833733 6.40
25/01/2019 Sale -4720 -0.01 10829013 6.39
01/02/2019 Sale -15962 -0.01 10813051 6.38
08/02/2019 Sale -10671 0.00 10802380 6.38
15/02/2019 Purchase 10000 0.00 10812380 6.38
15/02/2019 Sale -25171 -0.01 10787209 6.37
22/02/2019 Sale -10500 -0.01 10776709 6.36
01/03/2019 Sale -2000 0.00 10774709 6.36
08/03/2019 Sale -5780 0.00 10768929 6.36
31/03/2019 At the end of 10768929 6.36 10768929 6.36
the year

31st March, 2019
of the of the
Company Company
2 ADITYA BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED
01/04/2018 At the 1936287 2.29 1936287 2.29
beginning of
the year
06/04/2018 Purchase 18450 0.02 1954737 2.31
13/04/2018 Purchase 21310 0.01 1976047 2.33
20/04/2018 Purchase 14373 0.02 1990420 2.35
27/04/2018 Purchase 7920 0.01 1998340 2.36
04/05/2018 Purchase 9540 0.01 2007880 2.37
11/05/2018 Purchase 15480 0.02 2023360 2.39
18/05/2018 Purchase 15734 0.02 2039094 2.41
25/05/2018 Purchase 19937 0.02 2059031 2.43
25/05/2018 Sale -4207 0.00 2054824 2.43
01/06/2018 Purchase 14632 0.01 2069456 2.44
08/06/2018 Purchase 10948 0.02 2080404 2.46
08/06/2018 Sale -177000 -0.21 1903404 2.25
15/06/2018 Purchase 12873 0.01 1916277 2.26
22/06/2018 Purchase 13133 0.02 1929410 2.28
29/06/2018 Purchase 11745 0.02 1941155 2.29
06/07/2018 Purchase 8775 0.01 1949930 2.30
13/07/2018 Purchase 5352 0.01 1955282 2.31
20/07/2018 Purchase 7844 0.01 1963126 2.32
27/07/2018 Purchase 4571 0.00 1967697 2.32
03/08/2018 Purchase 6172 0.01 1973869 2.33
10/08/2018 Purchase 1215 0.00 1975084 2.33
21/09/2018 Bonus issue 1975084 0.00 3950168 2.33
28/09/2018 Purchase 8910 0.01 3959078 2.34
05/10/2018 Purchase 7290 0.00 3966368 2.34
12/10/2018 Purchase 11202 0.01 3977570 2.35
19/10/2018 Purchase 4860 0.00 3982430 2.35
19/10/2018 Sale -18126 -0.01 3964304 2.34
26/10/2018 Purchase 29438 0.02 3993742 2.36
02/11/2018 Purchase 13580 0.01 4007322 2.37
09/11/2018 Purchase 9190 0.00 4016512 2.37
16/11/2018 Purchase 12240 0.01 4028752 2.38
23/11/2018 Purchase 6300 0.00 4035052 2.38
30/11/2018 Purchase 13860 0.01 4048912 2.39
07/12/2018 Purchase 8820 0.01 4057732 2.40
14/12/2018 Purchase 9396 0.00 4067128 2.40
21/12/2018 Purchase 21240 0.01 4088368 2.41


31st March, 2019
of the of the
Company Company
28/12/2018 Purchase 11860 0.01 4100228 2.42
31/12/2018 Purchase 3618 0.00 4103846 2.42
04/01/2019 Purchase 10251 0.01 4114097 2.43
11/01/2019 Purchase 22847 0.01 4136944 2.44
11/01/2019 Sale -7200 0.00 4129744 2.44
18/01/2019 Purchase 18387 0.01 4148131 2.45
25/01/2019 Purchase 16281 0.01 4164412 2.46
01/02/2019 Purchase 15075 0.01 4179487 2.47
08/02/2019 Purchase 24579 0.01 4204066 2.48
15/02/2019 Purchase 31762 0.01 4235828 2.50
15/02/2019 Sale -11368 -0.01 4224460 2.49
22/02/2019 Purchase 23234 0.02 4247694 2.51
01/03/2019 Purchase 18180 0.01 4265874 2.52
08/03/2019 Purchase 12330 0.01 4278204 2.53
15/03/2019 Purchase 27202 0.01 4305406 2.54
15/03/2019 Sale -2874 0.00 4302532 2.54
22/03/2019 Purchase 14670 0.01 4317202 2.55
29/03/2019 Purchase 40900 0.02 4358102 2.57
29/03/2019 Sale -5941 0.00 4352161 2.57
31/03/2019 At the end of 4352161 2.57 4352161 2.57
the year
3 GENERAL INSURANCE CORPORATION OF INDIA
01/04/2018 At the 965718 1.14 965718 1.14
beginning of
the year
21/09/2018 Bonus issue 965718 0.00 1931436 1.14
31/03/2019 At the end of 1931436 1.14 1931436 1.14
the year
4 ABERDEEN GLOBAL INDIAN EQUITY LIMITED
01/04/2018 At the 626279 0.74 626279 0.74
beginning of
the year
24/08/2018 Sale -6772 -0.01 619507 0.73
31/08/2018 Sale -32518 -0.04 586989 0.69
07/09/2018 Sale -50000 -0.06 536989 0.63
14/09/2018 Sale -10710 -0.01 526279 0.62
21/09/2018 Bonus issue 526279 0.00 1052558 0.62
31/03/2019 At the end of 1052558 0.62 1052558 0.62
the year

31st March, 2019
of the of the
Company Company
5 THE ORIENTAL INSURANCE COMPANY LIMITED
01/04/2018 At the 405109 0.48 405109 0.48
beginning of
the year
22/06/2018 Sale -6000 -0.01 399109 0.47
29/06/2018 Sale -10153 -0.01 388956 0.46
06/07/2018 Sale -10017 -0.01 378939 0.45
13/07/2018 Sale -6822 -0.01 372117 0.44
20/07/2018 Sale -11030 -0.01 361087 0.43
27/07/2018 Sale -5079 0.00 356008 0.42
21/09/2018 Bonus issue 354001 0.00 710009 0.42
31/03/2019 At the end of 710009 0.42 710009 0.42
the year
6 INVESTOR EDUCATION & PROTECTION FUND
01/04/2018 At the 322728 0.39 322728 0.39
beginning of
the year
08/06/2018 Transfer 51863 0.05 374591 0.44
15/06/2018 Transfer 205 0.00 374796 0.44
21/09/2018 Bonus issue 374796 0.00 749592 0.44
14/12/2018 Investors -146 0.00 749446 0.44
Claimed
31/03/2019 At the end of 749446 0.44 749446 0.44
the year
7 L AND T MUTUAL FUND TRUSTEE LIMITED
01/04/2018 At the 0 0 0 0
beginning of
the year
08/06/2018 Purchase 155332 0.18 155332 0.18
15/06/2018 Purchase 4502 0.01 159834 0.19
29/06/2018 Purchase 8366 0.01 168200 0.20
06/07/2018 Purchase 4869 0.00 173069 0.20
21/09/2018 Bonus issue 173069 0.00 346138 0.20
29/03/2019 Sale -40384 -0.02 305754 0.18
31/03/2019 At the end of 305754 0.18 305754 0.18
the year
8 VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES
01/04/2018 At the 250303 0.30 250303 0.30
beginning of
the year
06/07/2018 Sale -3871 -0.01 246432 0.29


31st March, 2019
of the of the
Company Company
27/07/2018 Sale -747 0.00 245685 0.29
21/09/2018 Bonus issue 243191 0.00 488876 0.29
30/11/2018 Sale -145 0.00 488731 0.29
28/12/2018 Sale -1939 0.00 486792 0.29
04/01/2019 Sale -510 0.00 486282 0.29
11/01/2019 Sale -1784 0.00 484498 0.29
22/02/2019 Sale -4163 -0.01 480335 0.28
01/03/2019 Sale -2385 0.00 477950 0.28
29/03/2019 Sale -1331 0.00 476619 0.28
31/03/2019 At the end of 476619 0.28 476619 0.28
the year
9 THE INDIA FUND INC
01/04/2018 At the 187107 0.22 187107 0.22
beginning of
the year
24/08/2018 Sale -1557 0.00 185550 0.22
31/08/2018 Sale -7480 -0.01 178070 0.21
07/09/2018 Sale -11500 -0.01 166570 0.20
14/09/2018 Sale -2463 0.01 164107 0.19
21/09/2018 Bonus issue 164107 0.00 328214 0.19
31/03/2019 At the end of 328214 0.19 328214 0.19
the year
10 THE NEW INDIA ASSURANCE COMPANY LIMITED
01/04/2018 At the 141093 0.17 141093 0.17
beginning of
the year
21/09/2019 Bonus issue 141093 0.00 282186 0.17
31/03/2019 At the end of 282186 0.17 282186 0.17
the year
v. Shareholding of Directors and Key Managerial Personnel:

Sr. For each of the Directors and KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
Company Company
At the beginning of the year
Date wise Increase / Decrease in Shareholding
None of Directors and KMP hold shares in the Company except
during the year specifying the reasons for
Mr. Deepak Parekh, Chairman who holds 1224 equity shares
increase / decrease (e.g. allotment / transfer /
in the Company which remain unchanged throughout the year.
bonus / sweat equity etc.)
At the End of the year
V INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(` in lakhs)
Secured Unsecured Deposits Total
Loans Loans Indebtedness
excluding
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 0 98.90 0 98.90
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 98.90 0 98.90
Change in Indebtedness during the financial year
Addition 0 0 0 0
Reduction 0 40.60 0 40.60
Net Change 0 40.60 0 40.60
Indebtedness at the end of the financial year
i) Principal Amount 0 58.30 0 58.30
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 58.30 0 58.30
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(` in lakhs)
Sr. Particulars of Remuneration Name of MD/ WTD/ Manager Total
No. Mr. A Mr. R. Ms. P. Amount
Vaidheesh Krishnaswamy Thakur
1 Gross salary
(a) Salary as per provisions contained in section 348.52 101.29 119.06 568.87
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 101.78 74.81 90.45 267.04
1961
(c) Profits in lieu of salary under section 17(3) Nil Nil Nil Nil
Income-tax Act, 1961
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission
- as % of profit Nil Nil Nil Nil
- others, specify GSK Plc Share Value plan 204.65 48.36 26.71 279.72
5 Others Performance Bonus 124.89 35.50 N.A.* 160.39
Total (A) 779.84 259.97 236.22 1276.03
Ceiling as per the Act (@10 % of profits calculated under section 198 of the Companies Act, 2013) 6,767.00
* Relates to performance Bonus for the period January to December 2017. She was appointed as a Director w.e.f.
1st January 2018.

B. Remuneration to other Directors:

(` in lakhs)
Sr. Particulars of Remuneration Fee for Commission Others, please Total Amount
No. attending board/ specify
committee
meetings
1 Independent Directors
Mr. R. R. Bajaaj* 2.50 5.00 - 7.50
Ms. A. P. Bansal 5.00 15.00 - 20.00
Mr. P. V. Bhide 6.00 15.00 - 21.00
Mr. N. Kaviratne 7.00 15.00 - 22.00
Mr. A. N. Roy 5.00 15.00 - 20.00
Mr. D. Sundaram 7.00 15.00 - 22.00
Total (1) 32.50 80.00 - 112.50
2 Other Non-Executive Director
Mr. D. S. Parekh** 24.00 20 50^ 94.00
Total (2) 24.00 20 50 94.00
Total Managerial Remuneration (1+2) 56.50 100.00 50 206.50
Overall Ceiling as per the Act(@1% of profits calculated under section 198 of the Companies 677.00
Act, 2013)
* Mr. R. R. Bajaaj resigned with effect from 24th July 2018.
** Mr. D. S. Parekh resigned with effect from 31st March 2019.
^ Include one-off one-time additional commission of ` 50 lakhs.
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` in lakhs)
Sr. Particulars of Remuneration Key Managerial Personnel
No. Mr. A. Nadkarni Total
Company Secretary
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the 42.37 42.37
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 31.22 31.22
(c) Profits in lieu of salary under section 17(3) Income tax Nil Nil
Act, 1961
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission
- as % of profit Nil Nil
- others, GSK Plc Share Value plan 9.09 9.09
5 Others Performance Bonus 9.13 9.13
Total 91.80 91.80
VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended 31st March 2019.
Ms. R. S. Karnad
Annexure “F” to Director’s Report

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT
2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014
a) Conservation of Energy
The Nashik site has undertaken various initiatives for energy and water conservation in the year 2018 to reduce energy
consumption at site. These include Operation of a Furnace Oil Boiler converted to Biomass, Installation of 500 kW of
Solar PV System, Energy efficient screw air compressors, VFD and control systems for air handling units and a Vapour
Absorption Chiller. The initiatives have yielded an overall benefit of about 1818 T of CO2 in the year. This is despite additional
production volumes delivered during the year, i.e. from 7882 Mn units as compared to 7668 Mn units in the previous year
for the same period. In overall CO2 terms, this is a net 12% reduction. Similarly, with initiatives like upgradation and
recycled use of effluent water and Rain water harvesting, the water consumption has also reduced by 15% in 2018 as
compared to 2017.
The emissions generated by the Company are within limits specified by Maharashtra Pollution Control Board. With regard
to waste management, our waste is segregated and given to government approved vendors for recycling, wherever
appropriate. Nashik site runs on zero discharge basis with respect to water. Treated site effluent is used for site gardening.
(b) Technology absorption:

The following major projects have been completed during the period using new technologies at the Nashik Site.
 Installation of 2 new manufacturing vessels in Ointments, of 1.65T capacity, replacing old vessels, thereby
debottlenecking manufacturing capacity.
 Installation of a motorized system for Heavy Ointment Bowls, to reduce Ergonomic risk during manual movement.
 Electrical upgrades including replacement of 1 x 2500 kVA Transformer.
 Installation of 400 TR Vapour Absorption Chiller.
 Installation of a Bottle Unscrambler for the Albendazole Line.
 Site received an Award for the Best & Efficient Liquid Boiler in the region from the Ministry of Labour & Directorate of
Boilers.
The following major projects have been completed during the period using new technologies at the Vemgal Site:
 Factory premises is designed & built to obtain LEED Gold certification by adopting environment friendly design and
using environmentally responsible resources like recyclable material for construction, efficient processes throughout
its life cycle etc. The certification is as per the US Green building council and any green building certified reduce
overall impact on environment & human health by reducing pollution and degradation of environment, efficiently
using water, energy & other resources, protecting occupant health and improving productivity. Green building reduces
carbon emission up to 30% by employing innovative technologies like heat resistant glasses which pass natural light
yet stopping heat transfer, thermal insulation to reduce load on refrigeration etc.
 Chiller plant manager is the new technological advancement implemented at GSK Vemgal factory which ensures
optimum loading of each chiller, each compressor in chiller & chilled water pumps as per the control logic.
 Cast resin dry type transformers provide maintenance free service with minimum service interruptions.
 Power changeover is through DG synchronizing panel and load management system ensures underloading,
overloading, cascading effect of tripping unnecessary fuel wastage.
 Roof top Solar installation of 0.4 MW
 Zero liquid discharge ETP/STP
 LED lightning with motion sensors in all areas
 Building Management system and Energy Management system for optimized utilities operations.
 VRF- Variable Refrigerant Flow system for Air conditioning of non-critical areas.
c) Foreign exchange earnings and Outgo:

The foreign exchange earnings for the year ended 31st March 2019 was ` 53,38 lakhs and foreign exchange outgo for the
year ended 31st March 2018 was ` 709,05 lakhs. The foreign exchange earnings for the period ended 31st March 2018 was
` 56,37 lakhs and foreign exchange outgo for the period ended 31st March 2018 was ` 742,89 lakhs.
Ms. R. S. Karnad

Annexure “G” to the Director’s Report

Disclosure under Section 197 (12) of the Companies Act, 2013 and other disclosures
as per Rule 5 of the Companies (Appointment & Remuneration of Key Managerial
Personnel) Rules, 2014
1. Ratio of Remuneration of Non - Executive / Independent Directors to the median remuneration of the employees of the
Company for the financial year ended 31st March 2019.
Sr. Name of Directors Designation Remuneration of Ratio to Median
No. Directors in the Remuneration
financial year in
(` in lakhs)@
1 Mr. D. S. Parekh* Non - Executive Director, Chairman 94.00 9.03
2 Mr. R. R. Bajaaj*** Independent Director 7.50 0.72
3 Ms. A. Bansal** Independent Director 20.00 1.92
4 Mr. P. V. Bhide** Independent Director 21.00 2.02
5 Mr. N. Kaviratne** Independent Director 22.00 2.11
6 Mr. A. N. Roy** Independent Director 20.00 1.92
7 Mr. D. Sundaram** Independent Director 22.00 2.11
* Commission to Chairman increased from ` 14 lakhs to ` 20 Lakhs per year from 2018.
* Mr. D. S. Parekh resigned with effect from 31st March 2019.
* Include one-off one-time additional commission of ` 50 lakhs.
** Commission to Independent Directors increased from ` 10 lakhs to ` 15 Lakhs per year from 2018.
*** Mr. R. R. Bajaaj resigned with effect from 24th July 2018.
@
Remuneration includes Commission paid.
2. Ratio of Remuneration of Whole-time Directors & Key Managerial Personnel (KMP) against the Company.
Sr Whole-time Designation Remuneration of Ratio to median (%)Increase in
No Directors & KMP Directors/ KMP in Remuneration remuneration in
the financial year the financial year
(` in lakhs)
1 A. Vaidheesh Managing Director 779.84 74.91 7.00
2 R. Krishnaswamy Whole-time Director 259.97 24.97 8.10
3 P. Thakur Whole-time Director & CFO 236.22 22.73 23.00*
4 A. Nadkarni Company Secretary 91.80 8.77 10.00
*This includes 17% increase on promotion & 6% merit increase on increased base.
3. There was 9.63 % increase in the median remuneration of employees.

4. There were 4960 permanent employees on the rolls of the Company as on 31st March 2019.
5. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:
The average percentile increase made in the salaries of employees and managerial personnel was 9.63% in 2018-19 in
line with market and Business growth.
6. We affirm that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the
Remuneration Policy of the Company.
Ms. R. S. Karnad
Independent Auditor’s Report

TO THE MEMBERS OF GLAXOSMITHKLINE PHARMACEUTICALS LIMITED
Report on the Audit of the Standalone Financial Statements

Opinion
We have audited the accompanying standalone financial statements of GlaxoSmithKline Pharmaceuticals Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a
summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its
cash flows and the changes in equity for the year ended on that date.
Basis For Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under
section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion
on the standalone financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. Key Audit Matter Auditor’s Response

No.
1 Information Technology (IT) systems which Principal audit procedures performed with the assistance
impact financial reporting of our IT specialists:
The IT systems of the Company form a critical • We identified the IT risks for each IT system based on
component of the Company’s financial reporting our understanding of the flows of transactions and the IT
activities and impact all account balances. IT environment.
controls, in the context of our scope for the financial
• We determined whether each general IT control,
audit, primarily relate to access security and change
individually or in combination with other controls, is
control. The purpose of such controls is to prevent
appropriately designed to address the associated IT risk.
inappropriate changes being made to IT systems
in relation to application functionality, transactional • We tested the design, implementation and operating
processing and direct changes to underlying data. effectiveness of the relevant general IT controls.
• We tested the mitigating manual controls for the IT control
deficiencies noted around privilege access for certain
scoped-in IT systems and the associated infrastructure.

Sr. Key Audit Matter Auditor’s Response

No.
2 Uncertain tax positions Principal audit procedures performed:
The Company operates in a complex tax environment • We evaluated and tested the design and operating
and is subject to a range of tax risks during the normal effectiveness of the Company’s controls over provisions
course of business. The arrangements for multi- for uncertain tax positions to ensure that they operate
national transactions entered into by the Company effectively.
are complex, judgmental and subject to challenge by
• With the assistance of our tax specialists, we evaluated
the Tax Authorities. Further, the allowability of certain
management’s judgements in respect of estimates of
expenses and admission of additional supporting
tax exposures and contingencies in order to assess the
documents by the Company is also a matter of
adequacy of the Company’s tax provisions.
ongoing dispute with the authorities.
• In understanding and evaluating management’s
Refer notes 40A(ii)(a) and 40A(iii) to the standalone judgements, we considered the status of recent and
financial statements current tax authority audits and enquiries, judgmental
positions taken in tax returns and current year estimates
and developments in the tax environment.
3 Litigations Principal audit procedures performed:
The Company operates in an industry which is heavily • We evaluated and tested the design and operating
regulated, which increases inherent litigation risk. The effectiveness of the Company’s controls in respect of the
Company is engaged in a number of legal actions, determination of the provisions to ensure that they operate
including pricing matters and labour matters. effectively.
• We read the summary of litigation matters provided by
Refer notes 40A(ii)(d) and 41 to the standalone
management and held discussions with the Company’s
financial statements.
legal counsel. We requested confirmations from some of
the Company’s external legal advisors with respect to the
matters included in the summary.
• We examined correspondence connected with the
cases. To evaluate the valuation and completeness of
the provision recognized by the Company, we tested the
calculation of the provisions.
• We also evaluated adjustments to legal provisions along
with the Probable, Possible and Remote analysis prepared
by the Company.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate
Governance and Shareholders Information, but does not include the standalone financial statements and our auditor’s report
thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section
133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in
terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over
financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements.
ii. The Company has long term contracts as of March 31, 2019 for which there were no material foreseeable
losses. The Company did not have any derivative contracts as at March 31, 2019.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms
of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the
Order.
For DELOITTE HASKINS AND SELLS LLP

B. P. SHROFF
Partner
(Membership No. 34382)
Place: Mumbai
Date: May 20, 2019
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of GLAXOSMITHKLINE PHARMACEUTICALS
LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of
the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence
to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards
on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over
financial reporting established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

B. P. SHROFF
Partner
Place: Mumbai
Date: May 20, 2019
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
the property, plant and equipment.
(b) The property, plant and equipment were physically verified during the year by the Management in accordance with
a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanations given to us, no material discrepancies were
noticed on such verification.
(c) With respect to immovable properties of acquired land and buildings that are freehold/leasehold, according to
the information and explanations given to us and the records examined by us and based on the examination of
the registered sale deed / transfer deed / conveyance deed / court orders approving schemes of arrangements /
amalgamations provided to us, we report that, the title deeds of such immovable properties are held in the name of
the Company as at the balance sheet date.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and
no material discrepancies were noticed on physical verification.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or
other parties covered in the register maintained under Section 189 of the Companies Act, 2013.
(iv) The Company has not granted any loans, made investments, provided guarantees or security and hence reporting under
clause (iv) of the CARO 2016 is not applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year
within the meaning of the provisions of Sections 73 and 76 or any other relevant provisions of the Companies Act, 2013.
According to the information and explanations given to us, no order has been passed by the Company Law Board or the
National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.
(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies
Act, 2013 in respect of its products. We have broadly reviewed the cost records maintained by the Company pursuant
to the Companies (cost records and audit) Rules, 2014 and amended Companies (cost records and audit) Amendment
Rules, 2016 as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013,
and are of the opinion that prima facie, the prescribed cost records have been made and maintained. We have, however,
not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income-tax, Goods and Service Tax, Customs Duty, Cess and other material statutory
dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax,
Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2019 for a
period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have
not been deposited as on March 31, 2019 on account of disputes are given below:
Name of the Statue Nature of Forum where dispute Period to which the Amount
Dues is pending amount relates# (` in Lakhs)
Income - tax Act, 1961 Income-tax Commissioner of Income 2006-07, 2007-08, 2011- 76,37.59
Tax (Appeals) 12 to 2014-15
Income Tax Appellate 1989-90 36.92
Tribunal
High Court 1993-94 20.43
Sub-total 76,94.94*
The Central Excise Act, Excise Duty Appellate Authority - up 1991-92 to 1993-94, 14.89
1944 to Commissioners / 1995-96 to 1997-98
Revisional authorities
Level
Customs, Excise and 1996-97 to 2002-03, 4,38.95
Service Tax Appellate 2007-08, 2010-11 to
Tribunal 2012-13
High Court 1976-77 to 1980-81, 1,60.83
1987-88 to 1991-1992
Sub-total 6,14.67
Custom Act, 1962 Custom Duty Appellate Authority - up 1992-93, 1993-94 10.71
to Commissioners /
Revisional authorities
Level
Customs, Excise and 1994-95 66.53
Service Tax Appellate
Tribunal
Sub-total 77.24
Finance Act, 1994 Service Tax Customs, Excise and 2000-01, 2002-03 1,29.20
Service Tax Appellate
Tribunal
Sub-total 1,29.20
Sales Tax and Laws as Sales Tax Appellate Authority - up 1983-84, 1987-88 to 36,22.71
per statues applicable in and VAT to Commissioners / 1994-95, 1996-97 to
various states Revisional authorities 2006-2017
Level
Appellate Authority - 1990-91, 1998-1999, 107,79.77
Tribunal 1999-2000, 2001-02,
2002-03, 2005-06 to
2007-08, 2009- 10,
2010 -2011, 2012-13,
2006-07 to 2009-10
High Court 1990-91, 1999-2000, 1,20.12
2001-02 to 2005-06
Supreme Court 1993-94, 1994-95 42.14
Sub-total 145,64.74^
Total 230,80.79
# generally, the year refers to financial year i.e. April to March
* Net of ` 12,67.20 Lakhs paid under protest
^ Net of ` 22,31.14 Lakhs paid under protest
Out of the total disputed amounts of ` 230,80.79 Lakhs as above, ` 136,16.75 Lakhs has not been deposited due to
stay orders.
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the
repayment of loans to government.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term
loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and
no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V
to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections
188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of
related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting
standards.
(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered
into any non-cash transactions with its directors or directors of its subsidiary company or persons connected with them and
hence the provisions of Section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

B. P. SHROFF
Partner
Place: Mumbai
Date: May 20, 2019

Standalone Balance Sheet

as at March 31, 2019
(` in lakhs)
Notes As at As at
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment 3 364,45.26 250,12.67
Capital work-in-progress 3 1002,64.42 922,89.71
Investment property 4 1,61.63 1,76.01
Intangible assets 5 65,54.00 72,68.18
Financial assets
(i) Investments 6 24,54.98 47,66.97
(ii) Loans 7 11,43.05 14,58.05
(iii) Other financial assets 8 4,06.30 27.76
Current tax assets (net) 48 308,22.77 297,43.98
Deferred tax assets (net) 45 60,48.06 103,05.28
Other non-current assets 9 75,00.11 91,47.76
1918,00.58 1801,96.37
Current assets
Inventories 10 486,49.35 500,18.33
Financial assets
(i) Trade receivables 11 120,48.73 146,95.89
(ii) Cash and cash equivalents 12 97,77.88 199,39.66
(iii) Bank balances other than (ii) above 13 1057,55.47 1080,29.43
(iv) Other financial assets 14 89,62.62 57,91.44
Other current assets 15 135,91.39 173,36.67
1987,85.44 2158,11.42
Assets classified as held for sale 16 3,32.71 4,93.74
1991,18.15 2163,05.16
TOTAL ASSETS 3909,18.73 3965,01.53
EQUITY AND LIABILITIES
EQUITY
Equity share capital 17 169,40.60 84,70.30
Other equity 18 1973,00.99 1995,24.51
Total equity 2142,41.59 2079,94.81
LIABILITIES
Non-current liabilities
Financial liabilities
(i) Borrowings 19 17.70 58.30
(ii) Other financial liabilities 20 2,19.47 2,24.47
Provisions 21 & 26 313,52.37 286,19.56
315,89.54 289,02.33
Current liabilities
(i) Trade payables
Total outstanding dues of micro enterprises and small enterprises 22 4,28.23 7,30.78
Total outstanding dues of creditors other than micro enterprises and 22 398,67.88 495,21.82
small enterprises
Other current liabilities 24 571,47.86 575,22.75
Provisions 25 & 26 91,88.75 97,10.07
Current tax liabilities (net) 48 153,43.28 154,08.28
1450,87.60 1596,04.39
Total liabilities 1766,77.14 1885,06.72
TOTAL EQUITY AND LIABILITIES 3909,18.73 3965,01.53
The accompanying notes 1 to 56 are an integral part of the Standalone Financial Statements.
In terms of our report attached
For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors
Chartered Accountants R. S. Karnad Chairperson DIN: 00008064
A. Vaidheesh Managing Director DIN: 01444303
B. P. Shroff P. Thakur CFO & Executive Director DIN: 07971789
Partner D. Sundaram Audit Committee Chairman DIN: 00016304
A. A. Nadkarni Company Secretary ACS 11026
Mumbai, May 20, 2019 Mumbai, May 20, 2019

Standalone Statement of Profit and Loss

for the year ended March 31, 2019
(` in lakhs)
Notes Year ended Year ended
March 31, 2019 March 31, 2018
Revenue from operations 27 3128,53.46 2895,88.02
Other income 28 101,47.84 53,52.01
Total income 3230,01.30 2949,40.03
Expenses
Cost of materials consumed 29 682,07.04 510,26.96
Purchases of stock-in-trade 645,89.28 788,42.22
Changes in inventories of finished goods, stock-in-trade and work-in- 30 25,56.55 (57,93.99)
progress
Excise duty - 24,19.48
Employee benefits expense 31 537,19.59 523,39.85
Finance costs 32 55.43 18.91
Depreciation and amortisation expense 33 48,59.07 37,98.58
Other expenses 34 631,32.59 599,09.52
Total expenses 2571,19.55 2425,61.53
Profit before exceptional items and tax 658,81.75 523,78.50
Exceptional items (net) 38 4,88.88 17,79.85
Profit before tax 663,70.63 541,58.35
Tax expense:
Current tax 45 192,82.27 204,33.82
Deferred tax 45 45,52.31 (14,74.24)
238,34.58 189,59.58
Profit for the year 425,36.05 351,98.77
Other comprehensive income / (loss)
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans 45 (8,44.47) 8,58.80
Income tax relating to items that will not be reclassified to profit or loss 45 2,95.09 (3,00.10)
(5,49.38) 5,58.70
Total comprehensive income for the year 419,86.67 357,57.47
Profit for the year attributable to owners of the Company 425,36.05 351,98.77
Other comprehensive income / (loss) attributable to owners of the (5,49.38) 5,58.70
Company
Total comprehensive income for the year attributable to owners of 419,86.67 357,57.47
the Company
Earnings per equity share
Basic and diluted earnings per share 47 25.11 20.78
The accompanying notes 1 to 56 are an integral part of the Standalone Financial Statements.


Standalone Cash Flow Statement

(` in lakhs)
Year ended Year ended
March 31, 2019 March 31, 2018
A. CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for :
(Gain) / Loss on disposal of property, plant and equipment (net) (1,41.39) 2,42.50
Interest income (76,44.45) (51,56.99)
Rental income (48.00) (71.97)
Finance costs 55.43 18.91
Depreciation and amortisation expense 48,59.07 37,98.58
Allowance for doubtful debts and advances (1,33.10) 54.06
Change in operating assets and liabilities
Decrease / (increase) in inventories 13,68.98 (74,70.19)
Decrease in trade receivables 26,89.19 23,16.03
Decrease / (increase) in other assets 13,84.87 (85,27.56)
(Decrease) / increase in trade payables (99,56.49) 226,60.37
Increase in provisions 13,67.02 72,63.38
(Decrease) / increase in other liabilities 23,88.24 1,27.41
Cash generated from operations 620,71.12 676,33.03
Income taxes paid (net of refunds) (204,26.06) (201,81.79)
Cash flow before exceptional items 416,45.06 474,51.24
Exceptional items:
Sale of brands 4,69.50 3.79
Redundancy costs (20,07.75) -
Others - 21.58
Net cash inflow from operating activities A 401,06.81 474,76.61
B. CASH FLOWS FROM INVESTING ACTIVITIES

Payments to acquire property, plant and equipment and other intangible (291,28.17) (403,38.41)
assets
Advance received towards disposal of land - 552,00.00
Proceeds from sale of property, plant and equipment 4,65.39 47.23
Proceeds from sale of property (Exceptional item) 43,39.13 17,60.18
Margin money deposits 1,64.30 (2,13.52)
Investment in bank deposits (having original maturity more than 3 months but (1241,00.00) (1069,00.00)
less than 12 months)
Redemption / maturity of bank deposits (having original maturity more than 3 1261,00.00 735,00.00
months but less than 12 months)
Rent received 48.00 71.97
Interest received 75,69.02 61,91.63
Changes in earmarked balances 1,09.66 (19.93)
Net cash outflow from investing activities B (144,32.67) (107,00.85)
Standalone Cash Flow Statement

for the year ended March 31, 2019 (contd.)
(` in lakhs)
March 31, 2019 March 31, 2018
C. CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings (40.60) (60.60)
Interest paid (55.43) (18.91)
Dividend paid to company's shareholders (296,46.06) (254,10.91)
Tax on distributed profit (60,93.83) (51,73.06)
Net cash outflow from financing activities C (358,35.92) (306,63.48)
Net (decrease) / increase in cash and cash equivalents (A + B + C) (101,61.78) 61,12.28
Cash and cash equivalents at the beginning of the financial year 199,39.66 138,27.38
Cash and cash equivalents at the end of the financial year 97,77.88 199,39.66
Net (decrease) / increase in cash and cash equivalents (101,61.78) 61,12.28
NOTES:
Cash and cash equivalents include:
Balances with banks
Current accounts 60,48.43 89,38.66
Term deposits with original maturity period of less than three months 30,03.00 110,01.00
Cheques on hand 7,26.45 -
Total 97,77.88 199,39.66
The above Standalone Cash Flow Statement has been prepared under the “Indirect Method” as set out in Ind AS - 7 ‘Statement
of Cash Flows’.


Standalone Statement of Changes in Equity

(a) Equity share capital

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Balance at the beginning of the reporting period 84,70.30 84,70.30
Changes in equity share capital during the year:
Bonus Shares issued (Refer Note (i)) 84,70.30 -
Balance at the end of the reporting period 169,40.60 84,70.30
(b) Other equity

Particulars Reserves and Surplus Items of Other Total Other
comprehensive Equity
income
Capital General Retained Capital Remeasurements
reserve (ii) reserve (iii) earnings (iv) redemption of the net defined
reserve (v) benefit Plans
Balance as at April 1, 2018 1,65.51 875,44.44 1113,21.12 2,61.95 2,31.49 1995,24.51
Total comprehensive income
Profit for the year - - 425,36.05 - - 425,36.05
Other comprehensive loss for the year - - - - (5,49.38) (5,49.38)
Bonus shares issued - (84,70.30) - - - (84,70.30)
Transactions with owners of the company
Dividend on equity shares (` 35 per share) - - (296,46.06) - - (296,46.06)
Dividend distribution tax - - (60,93.83) - - (60,93.83)
Balance as at March 31, 2019 1,65.51 790,74.14 1181,17.28 2,61.95 (3,17.89) 1973,00.99
Balance as at April 1, 2017 1,65.51 875,44.44 1067,06.32 2,61.95 (3,27.21) 1943,51.01
Other comprehensive income for the year - - - - 5,58.70 5,58.70
Balance as at March 31, 2018 1,65.51 875,44.44 1113,21.12 2,61.95 2,31.49 1995,24.51
(i) The Company has allotted 8,47,03,017 fully paid up equity shares of ` 10/- each during the quarter ended September 30, 2018 pursuant to a
bonus issue in 1:1 ratio approved by shareholders through postal ballot. The bonus shares were issued by capitalisation of profits transferred
from general reserve. Record date fixed by the Company was September 13, 2018. The earnings per share have been adjusted for previous
periods presented in accordance with Ind AS - 33 ‘Earnings per share’.
(ii) Capital reserve includes Central Government subsidy and capital profit on reissue of shares forfeited of erstwhile Burroughs Wellcome
(India) Limited and is not available for distribution.
(iii) General reserve represents the transfer of profits from retained earnings.
(iv) Retained earnings represents the cumulative profits of the Company which can be utilised in accordance with the provisions of the
(v) Capital redemption reserve is on account of buy back of equity shares and it is not available for distribution.


Notes to the Standalone Financial Statements

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

A. GENERAL INFORMATION
GlaxoSmithKline Pharmaceuticals Limited (‘the Company’) is a public company domiciled in India and is incorporated
under the provisions of the Companies Act applicable in India. Its shares are listed on the BSE Ltd. (Bombay Stock
Exchange) and the National Stock Exchange of India Ltd. (NSE). The registered office of the Company is located at Dr.
Annie Besant Road, Worli, Mumbai 400 030.
The Company is engaged interalia, in the business of manufacturing, distributing and trading in pharmaceuticals.
B. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation
The Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting
Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant provisions
of the Companies Act, 2013 (“the Act”) (as amended from time to time).
The Standalone Financial Statements have been prepared on a historical cost basis, except for the following:
• certain financial assets and liabilities that are measured at fair value;
• assets held for sale - measured at lower of carrying amount or fair value less cost to sell;
• defined benefit plans - plan assets measured at fair value; and
• share-based payments.
The financial statements are presented in INR and all values are rounded to the nearest lakhs (INR 00,000), except
where otherwise indicated.
b) Revenue recognition
With effect from April 1, 2018, the Company has adopted Ind AS 115 “Revenue from Contracts with Customers”. The
effect of adoption of Ind AS 115 was insignificant. The following is revised significant accounting policies related to
revenue recognition.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of goods sold and services
rendered is net of variable consideration on account of various discounts and schemes offered by the Company as
part of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue (net of
variable consideration) is recognized only to the extent that it is highly probable that the amount will not be subject to
significant reversal when uncertainty relating to its recognition is resolved.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of goods
Revenue from the sale of goods is recognised when the goods have been passed on to the buyer as per contractual
terms, at which time all the following conditions are satisfied:
• the company is recognizing revenue as and when it satisfies the performance obligation by transferring promised
goods or services to a customer and customer obtains control of the same;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold;

Notes to the Standalone Financial Statements for the year ended March 31, 2019 (contd.)
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company;
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Income from clinical research and data management services is recognised in the accounting period in which the
services are rendered based on terms of the agreement.
Rights of return
Certain contracts provide a customer with a right to return the goods within a specified period. The Company uses the
expected value method to estimate the goods that will not be returned because this method best predicts the amount
of variable consideration to which the Company will be entitled. The requirements in Ind AS 115 on constraining
estimates of variable consideration are also applied in order to determine the amount of variable consideration that
can be included in the transaction price. For goods that are expected to be returned, instead of revenue, the Company
recognises a refund liability.
Trade Receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage
of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in
section (g) Financial instruments.
Dividends
Dividend is recognised when the Company’s right to receive the payment is established, it is probable that economic
benefit associated with the dividend will flow to the Company, and the amount of dividend can be measured reliably.
Interest Income
Interest income is recorded using the Effective Interest Rate (EIR). Interest income is included in other income in the
statement of profit and loss.
Rental income
Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over
the lease terms and is included in revenue in the statement of profit and loss due to its operating nature.
c) Property, plant and equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost,
net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Company and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to the statement of profit and loss during
the reporting period in which they are incurred.
Depreciation is provided on the straight-line method over the estimated useful lives of the assets as per the rates
prescribed under Schedule II to the Companies Act, 2013 or re-assessed useful life based on technical evaluation as
under:
• Factory Buildings 30 to 50 years

• Other Buildings 60 years
• Plant and Equipment 10 to 15 years
• Personal Computers and Laptops 3 to 5 years
• Other Computer Equipment 4 years
• Furniture and Fixtures 10 years
• Office Equipment 5 years
• Vehicles 5 years
Depreciation is provided pro-rata for the number of months available for use. Depreciation on sale / disposal of assets
is provided pro-rata up to the end of the month of sale / disposal.
An asset purchased where the actual cost does not exceed ` 5,000 is depreciated at the rate of 100%.
Leasehold building, leasehold land and leasehold improvements are amortised over the period of the lease.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are recognised
as income or expense in the statement of profit and loss.
Cost of items of property, plant and equipment not ready for intended use as on the balance sheet date is disclosed
as capital work in progress. Advances given towards acquisition of property, plant and equipment outstanding at each
balance sheet date are disclosed as Capital Advance under Other non-current assets.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit and loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
d) Intangible assets
Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortisation / depletion and
impairment loss, if any. The cost comprises of purchase price, borrowing costs and any cost directly attributable to bringing
the asset to its working condition for the intended use. Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are recognised as income or expense in the statement of profit and loss.
Cost of items of intangible assets not ready for intended use as on the balance sheet date are disclosed as intangible
assets under development.
Amortisation method and periods

Amortisation is charged on a straight-line basis over the estimated useful lives. The estimated useful life and
amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in the
estimate being accounted for on a prospective basis.
Software expenditure have been amortised over a period from 8 to 10 years. Distribution rights are amortised over
the agreement / contract period.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when
the asset is derecognised.

e) Impairment of non-financial assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal
and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group
of assets (cash generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal
of the impairment at the end of each reporting period.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement
of profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such
properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
f) Leases
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially
all the risks and rewards incidental to ownership to the Company is classified as a finance lease. All other leases are
classified as operating lease.
Company as a lessee
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognised as finance costs in the statement of profit and loss, unless
they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company’s
general policy on the borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are
incurred.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated
useful life of the asset and the lease term.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis
over the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the
term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the
Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a
constant periodic rate of return on the net investment outstanding in respect of the lease.
g) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets
(i)
Classification
The Company classifies its financial assets in the following measurement categories:
- those to be measured subsequently at fair value (either through other comprehensive income, or through
profit or loss), and
- those measured at amortised cost.
The classification depends on the Company’s business model for managing financial assets and the contractual
terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in the statement of profit and loss or
other comprehensive income. For investments in debt instruments, this will depend on the business model in
which the investment is held. For investments in equity instruments, this will depend on whether the Company
has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those assets
changes.
(ii)
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of
the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed
in the statement of profit and loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash
flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the
asset and the cash flow characteristics of the asset. There are three measurement categories into which the
Company classifies its debt instruments:
- Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a
debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is
recognised in the statement of profit and loss when the asset is derecognised or impaired. Interest income
from these financial assets is included in other income using the effective interest rate method.
- Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual
cash flows and for selling the financial assets, where assets cash flow represents solely payments of
principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements
in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains and losses which are recognised in the statement of profit and
loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is
reclassified from equity to profit and loss and recognised in other expenses/ income. Interest income from
these financial assets is included in other income using the effective interest rate method.
- Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are
measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently

measured at fair value through profit or loss and is not part of a hedging relationship is recognised in the
statement of profit and loss and presented net in the statement of profit and loss within other expenses/
income in the period in which it arises. Interest income from these financial assets is included in other
income.
Equity instruments
The Company subsequently measures all equity investments at fair value. Where the Company’s management
has elected to present fair value gains and losses on equity investments in other comprehensive income, there is
no subsequent reclassification of fair value gains and losses to profit and loss. Dividends from such investments
are recognised in the statement of profit and loss as other income when the Company’s right to receive payments
is established.
Changes in the fair value of financial assets at fair value through profit or loss statement are recognised in other
income/ expense in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iii)
Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried
at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there
has been a significant increase in credit risk.
For trade receivables only, the Company applies the simplified approach permitted by Ind AS 109 “Financial
Instruments”, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(iv) Derecognition of financial assets

A financial asset is derecognised only when the Company has transferred the rights to receive cash flows from
the financial asset or retains the contractual rights to receive the cash flows of the financial asset, but assumes
a contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all
risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where
the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial
asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of
ownership of the financial asset, the financial asset is derecognised if the Company has not retained control
of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be
recognised to the extent of continuing involvement in the financial asset.
Financial liabilities and equity instruments

Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liability or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by the Company is recognised at the proceeds received, net of direct
issue costs. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity.
No gain or loss is recognised in the statement of profit and loss on the purchase, sale, issue or cancellation of
the Company’s own equity instruments.
All financial liabilities are subsequently measured at amortised cost using the effective interest method.
Financial liabilities subsequently measured at amortised cost

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, as appropriate.
Financial liabilities that are not held-for-trading and are not designated as at fair value through profit or loss are
measured at amortised cost at the end of the subsequent accounting period. The carrying amount of financial
liabilities that are subsequently measured at amortised cost are determined based on the effective interest
method. Interest expense that is not capitalised as part of costs of an asset is included in the “Finance costs” line
item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period,
to the net carrying amount in initial recognition.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the standalone balance sheet
if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle
on a net basis or to realise the assets and settle the liabilities simultaneously.
h) Contributed equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
i) Inventories
Inventories are valued at lower of cost and net realisable value. Cost is determined on weighted average cost basis.
The cost of work-in-progress (other than those lying at third party manufacturing sites which is valued at material cost)
and finished goods comprises of raw materials, direct labour, other direct costs and related production overheads, but
excludes interest expense. Net realisable value is the estimate of the selling price in the ordinary course of business,
less the costs of completion and selling expenses.
j) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
demand deposits with banks, short-term balances (with an original maturity of three months or less from date of
acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject
to insignificant risk of changes in value.

k) Foreign currency transactions

Items included in the Standalone Financial Statements of the Company are measured using the currency of the
primary economic environment in which the entity operates (‘the functional currency’). The Standalone Financial
Statements are presented in Indian Rupee (INR), which is Company’s functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are
generally recognised in the statement of profit and loss.
Foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other
expenses/ income.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value
are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets
and liabilities such as equity instruments held at fair value through profit or loss are recognised in the statement
of profit and loss as part of the fair value gain or loss and translation differences on non-monetary assets such as
equity investments classified as FVOCI are recognised in other comprehensive income. Non-monetary items that are
measured based on historical cost in a foreign currency are not translated.
l) Taxes
Income tax expense represents the sum of the current tax and deferred tax.
Current tax charge is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement
of profit and loss because some items of income or expense are taxable or deductible in different years or may never
be taxable or deductible. The Company’s liability for current tax is calculated using Indian tax rates and laws that have
been enacted by the reporting date.
Current tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority.
The Company periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between
the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the
computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the
asset realised, based on tax rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax assets and liabilities are off-set against each other and the resultant net amount is presented
in the Balance Sheet, if and only when the Company currently has a legally enforceable right to set-off the current
income tax assets and liabilities.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
m) Employee benefits
(a) Short Term Employee Benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as
a result of past service provided by the employee and the obligation can be estimated reliably.
(b) Post-Employment Benefits

(i) Defined Contribution Plans
The Company’s defined contribution plans are superannuation and employees’ pension scheme (under the
provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952) since the Company
has no further obligation beyond making the contributions. The Company’s contributions to these plans are
charged to the statement of profit and loss as incurred.
(ii) Defined Benefits Plans

“Liability for defined benefit plans is provided on the basis of valuations, as at the balance sheet date,
carried out by an independent actuary.”
Gratuity and Post-Retirement Medical

The actuarial valuation method used for measuring the liability for gratuity and post-retirement medical is
projected unit credit method. Actuarial gains and losses are recognised in the statement of other comprehensive
income in the period of occurrence of such gains and losses. The obligations for gratuity and post-retirement
medical are measured as the present value of estimated future cashflows discounted at rates reflecting the
prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term
of the obligations. The estimate of future salary increases considered takes into account the inflation, seniority,
promotion and other relevant factors. The expected rate of return of plan assets is the Company’s expectation
of the average long term rate of return expected on investments of the fund during the estimated term of the
obligations. Plan assets are measured at fair value as at the balance sheet date.
Provident Fund
Provident fund contributions are made to a Trust administered by the Company. The Company has an obligation
to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest
rate. The actuarial valuation method, carried out by an independent actuary, used for measuring the liability for
provident fund is projected accrued benefit method. This approach determines the present value of the interest
rate guarantee under three interest rate scenarios: base case scenario, rising interest rate scenario and falling
interest rate scenario. The defined benefit obligation of the interest rate guarantee is set equal to the average of
the present values determined under these scenarios in respect of accumulated provident fund contributions as
at the valuation date.
(c) Other Long Term Benefit Plans

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after
the end of the period in which the employees render the related service. They are therefore measured as the
present value of expected future payments to be made in respect of services provided by employees up to the
end of the reporting period using the projected unit credit method. The benefits are discounted using the market
yields at the end of the reporting period that have terms approximating to the terms of the related obligation.
Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognised
(d) The expenditure on voluntary retirement schemes is charged to the statement of profit and loss in the year in
which it is incurred.

(e) Share Based Payment Arrangements

In terms of a long-term incentive plan, the eligible members of the senior management are entitled to receive
cash settled awards at the end of a three year ‘restricted period’, provided they remain in continuous employment
with the Company for the aforesaid period. The value of such incentive is based on the price of shares of
GlaxoSmithKline Plc, U.K.
The fair value of the amount payable to employees in respect of long term incentive plan, which are settled in
cash, is recognised as an expense with a corresponding increase in liabilities, over the period during which the
employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and
at settlement date based on the fair value of the shares of GlaxoSmithKline Plc, U.K. Any changes in the liability
are recognised in the statement of profit and loss.
n) Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the
Company, is classified as investment property. Investment property is measured initially at its cost, including related
transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the assets carrying
amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company
and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when
incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
Based on technical evaluation the following is the best estimate of period over which investment property is depreciated
on a straight-line basis.
Asset Management estimate of useful life

Factory Building 30 Years
Freehold Land -
Any gain or loss on disposal of an investment property is recognised in statement of profit and loss.
o) Investment in subsidiary
Investment in subsidiary is carried at cost less impairment loss, if any, in the separate Standalone Financial Statements.
p) Earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to the owners of Company by
the weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other
than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a
corresponding change in resources.
For the purpose of calculating diluted earnings per share, the profit for the period attributable to the owners of the
Company and the weighted average number of shares outstanding during the period is adjusted for the effects of all
dilutive potential equity shares.
q) Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than continuing use and a sale is considered highly probable. They are measured at the lower of
their carrying amount and fair value less cost to sell.
Non-current assets are not depreciated or amortised while they are classified as held for sale.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
r) Exceptional items
When items of income or expense are of such nature, size or incidence that their disclosure is necessary to explain
the performance of the Company for the year, the company makes a disclosure of the nature and amount of such
items separately under the head “Exceptional items”.
s) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The Managing Director of the Company has been identified as CODM and he is responsible
for allocating the resources, assess the financial performance and position of the Company and makes strategic
decisions.
The Company has identified one reportable segment “Pharmaceuticals” based on the information reviewed by the
CODM. Refer note 51 for segment information presented.
t) Provision and contingent liabilities

A provision is recognised if as a result of a past event, the Company has a present obligation (legal or constructive)
that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation
at the balance sheet date. If the effect of time value of money is material, provisions are discounted using a current
pre tax rate that reflects, when appropriate, the risks specific to the liability. The increase in the provision due to
passage of time is recognised as an interest expense.
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but
probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably.
Contingent liabilities do not warrant provisions but are disclosed unless the possibility of outflow of resources is
remote.
Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Standalone
Financial Statements are disclosed below. The Company intends to adopt these standards, if applicable, when they
become effective.
The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) First and Second
Amendment Rules, 2019 to amend/insert the following:
Ind AS 116 Leases

Ind AS 116, ‘Leases’ was notified by Ministry of Corporate Affairs on March 30, 2019 and it replaces Ind AS 17 including
appendices thereto. It sets out the principles for the recognition, measurement, presentation and disclosure of leases
and requires lessees to account for all leases under a single lessee accounting model similar to the accounting for
finance leases under Ind AS 17. The standard includes two recognition exemptions for lessees - leases for which
underlying asset is of low value and short-term leases i.e., leases with a lease term of 12 months or less.
At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease
liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use
asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation
charge on the right-of-use asset.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change
in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine
those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an
adjustment to the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero and

there is a further reduction in the measurement of the lease liability, a lessee shall recognise any remaining amount
of the remeasurement in profit or loss.
Ind AS 116 substantially carries forward the lessor accounting requirements as per Ind AS 17.
Effective date for application of Ind AS 116 is annual period beginning on or after April 1, 2019. As the Company does
not have any material leases, therefore the adoption of this standard is not likely to have a material impact on its
Standalone Financial Statements.
Amendment to Ind AS 19 - Plan amendments, curtailments and settlements

Amendment to Ind AS 19, ‘Employee Benefits’ was notified by Ministry of Corporate Affairs on March 30, 2019 in
connection with accounting for plan amendments, curtailments and settlements.
The amendment requires an entity:
• to use updated assumptions to determine current service cost and net interest for the remainder of the period
after a plan amendment, curtailment or settlement; and
• to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a
surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company is
currently evaluating the impact of this amendment on its Standalone Financial Statements.
Amendment to Ind AS 12 - Accounting for dividend distribution tax

Amendment to Ind AS 12, ‘Income Taxes’ was notified by Ministry of Corporate Affairs on March 30, 2019 in connection
with accounting for dividend distribution tax.
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other
comprehensive income or equity according to where the entity originally recognised those past transactions or events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company is
currently evaluating the impact of this amendment on its Standalone Financial Statements.
Appendix C to Ind AS 12 - Uncertainty over income tax treatments

Appendix C to Ind AS 12, ‘Income Taxes’, was notified by Ministry of Corporate Affairs on March 30, 2019 in connection
with accounting for uncertainty over income tax treatments.
The Appendix is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax
losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12.
According to the Appendix, companies need to determine the probability of the relevant tax authority accepting each
tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which
has to be considered to compute the most likely amount or the expected value of the tax treatment when determining
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition - i) Full retrospective approach – under this approach,
Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8
‘Accounting Policies, Changes in Accounting Estimates and Errors’, without using hindsight and ii) Retrospectively
with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without
adjusting comparatives.
Effective date for application of Appendix C to Ind AS 12 is annual period beginning on or after April 1, 2019. The
Company is currently evaluating the impact of the Appendix on the Standalone Financial Statements.
NOTE 2 : CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of Standalone Financial Statements requires the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies. This
note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more
likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
a Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount
rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to
maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.
b Estimation of useful life

Useful lives of tangible assets and intangible assets are based on the estimate by the management. The useful lives
as estimated are same as prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are
different from that prescribed in Schedule II, they are based on management estimate, taking into account the nature of
the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated
technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when
the Company assesses, whether an asset may be capitalized and which components of the cost of the asset may be
capitalised.
The useful lives and residual values of Company’s assets are determined by management at the time the asset is acquired
and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as
anticipation of future events which may impact their life such as changes in technology.
c Provisions and contingent liabilities

The Company exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities
related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, arbitration or
government regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a
pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because
of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision.

NOTE 3 : PROPERTY, PLANT AND EQUIPMENT

(` in lakhs)
Particulars Gross Carrying Value Accumulated Depreciation Net
Carrying
Value
As at Additions Disposals As at As at Charge On As at As at
April 01, March 31, April 01, for the Disposals March 31, March 31,
2018 2019 2018 Year 2019 2019
Freehold land 2.00 - - 2.00 - - - - 2.00
Leasehold land 55,87.47 11.66 - 55,99.13 1,55.48 56.10 - 2,11.58 53,87.55
Freehold buildings 25,37.16 29.43 - 25,66.59 1,30.42 52.75 - 1,83.17 23,83.42
Leasehold buildings 39,76.81 33,67.71 - 73,44.52 4,40.97 2,97.46 - 7,38.43 66,06.09
Plant and equipment (Refer Note (a) below) 182,20.62 115,43.19 48.17 297,15.64 60,89.72 29,74.47 17.36 90,46.83 206,68.81
Furniture and fixtures 6,96.54 1,25.37 26.30 7,95.61 3,05.31 1,00.43 13.09 3,92.65 4,02.96
Vehicles 15,05.12 2,59.12 3,24.40 14,39.84 5,79.80 3,03.50 2,09.35 6,73.95 7,65.89
Office equipment 4,06.17 1,28.45 11.08 5,23.54 2,17.52 84.66 7.18 2,95.00 2,28.54
Total 329,31.89 154,64.93 4,09.95 479,86.87 79,19.22 38,69.37 2,46.98 115,41.61 364,45.26

Carrying
Value
2017 2018 2017 Year 2018 2018
Freehold land 2.00 - - 2.00 - - - - 2.00
Leasehold land 55,87.47 - - 55,87.47 99.46 56.02 - 1,55.48 54,31.99
Freehold buildings 24,66.11 77.10 6.05 25,37.16 86.68 43.98 0.24 1,30.42 24,06.74
Leasehold buildings 37,57.25 2,19.60 0.04 39,76.81 2,30.74 2,10.24 0.01 4,40.97 35,35.84
Furniture and fixtures 6,80.89 27.67 12.02 6,96.54 2,00.44 1,08.99 4.12 3,05.31 3,91.23
Vehicles 11,71.81 4,60.71 1,27.40 15,05.12 3,75.12 2,71.96 67.28 5,79.80 9,25.32
Office equipment 3,62.72 47.35 3.90 4,06.17 1,64.21 55.09 1.78 2,17.52 1,88.65
Total 299,08.58 32,02.94 1,79.63 329,31.89 46,37.63 33,84.09 1,02.50 79,19.22 250,12.67
Note:-
(a) Plant and equipment includes computers.
Capital work-in-progress:
(` in lakhs)
Particulars Year ended Year ended
March 31, 2019 March 31, 2018
Opening Balance 922,89.71 573,21.68
Additions 234,39.64 383,83.57
Less:
Capitalisation (154,64.93) (32,02.94)
Write off - (2,12.60)
Closing Balance 1002,64.42 922,89.71
Capital work-in-progress as at March 31, 2019 and March 31, 2018 mainly comprise the ongoing investments in the new
greenfield manufacturing factory being constructed at Bengaluru.
NOTE 4 : INVESTMENT PROPERTY

(` in lakhs)
Particulars As at As at
March 31, 2019 March 31, 2018
Gross carrying amount
Opening gross carrying amount/ Deemed cost 2,24.33 6,13.24
Additions - -
Transfer* - (3,88.91)
Closing gross carrying amount 2,24.33 2,24.33
Accumulated Depreciation
Opening Accumulated Depreciation 48.32 80.88
Depreciation 14.38 25.27
Transfer* - (57.83)
Closing Accumulated Depreciation 62.70 48.32
Net carrying amount 1,61.63 1,76.01
* Freehold Land and Building at Thane has been transferred to assets held for sale (Refer Note 16).
(i) Amounts recognised in the Statement of Profit and Loss for investment property
(` in lakhs)
March 31, 2019 March 31, 2018
Rental Income 48.00 71.10
Depreciation (14.38) (25.27)
Amount recognised in the Statement of Profit and Loss (net) 33.62 45.83
(ii) Premises given on operating lease

The company had an apartment given on operating lease on cancellable terms which has been sold during the year, the
carrying value of which was nil. Rental income of ` 48.00 lakhs (Previous Year: ` 71.10 lakhs) is disclosed under Other
Income.
(iii) Estimation of fair value

The Company has two properties (March 31, 2018: three properties) that have been considered as Investment Properties.
These comprise of two vacant land sites (March 31, 2018: two vacant land sites) that are not in operational use at present.
In the previous year it included an apartment that was leased at commercial rates which has been sold during the current
year.
In the view of the management, the fair market value of the land sites is not reliably measurable as there are very few
recent transactions of comparable composition of these properties in the market. Further, the fair market value will be
subject to numerous municipal deductions dependent upon the current use and intended use of the property. Based on the
above, it is not possible to ascertain and disclose the range of fair market value. The estimated Ready Reckoner value at
year end, based on latest published data and on current stated use, totals ` 304,08.91 lakhs (March 31, 2018: ` 312,04.00
Lakhs). Ready Reckoner rates are the prices of residential property, land or commercial property for a given area that is
published and regulated by the respective State Governments as a guide towards payment of stamp duty at the time of
transaction. The Ready Reckoner Value is regarded as a gross value and does not represent the underlying fair market
value of the properties. The company will further detail the fair value of its investment properties upon entering a committed
Agreement with a third party, unless an alternative reliable estimate of the fair value is attainable.

NOTE 5 : INTANGIBLE ASSETS

(` in lakhs)
Particulars Gross Carrying Value Accumulated Amortisation Net
Carrying
Value
As at Additions Disposals As at As at for the On As at As at
April 01, March April 01, Year Disposals March March
2018 31, 2019 2018 31, 2019 31, 2019
Intangible Assets
Software 76,57.40 2,61.14 - 79,18.54 3,89.22 9,75.32 - 13,64.54 65,54.00
Total 76,57.40 2,61.14 - 79,18.54 3,89.22 9,75.32 - 13,64.54 65,54.00

Carrying
Value
2017 31, 2018 2017 31, 2018 31, 2018
Intangible Assets
Software - 76,57.40 - 76,57.40 - 3,89.22 - 3,89.22 72,68.18
Total - 76,57.40 - 76,57.40 - 3,89.22 - 3,89.22 72,68.18
Intangible assets under development:

(` in lakhs)
March 31, 2019 March 31, 2018
Opening Balance - 32,24.73
Additions 2,61.14 44,32.67
Less:
Capitalisation (2,61.14) (76,57.40)
Closing Balance - -
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 6 : INVESTMENTS
Unquoted Equity Instruments
In Subsidiary
Biddle Sawyer Limited 47,61.31 47,61.30
9,60,000 Equity Shares of ` 10 each fully paid
Less: Provision for Impairment (23,12.00) -
24,49.31 47,61.30
Note:
During the year the company based on its evaluation, impaired Investment in
Subsidiary, Biddle Sawyer Limited.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
In Others (Measured at Fair Value through OCI)
Biotech Consortium India Limited 5.00 5.00
50,000 Equity Shares of ` 10 each fully paid
Dinette Exclusive Club Private Limited 0.50 0.50
500 Equity Shares of ` 100 each fully paid
Other Unquoted Investments (Measured at Amortised cost)
National Savings Certificate (Lodged with Government authorities) 0.17 0.17
24,54.98 47,66.97
Aggregate of Unquoted Investments 24,54.98 47,66.97
NOTE 7 : NON-CURRENT FINANCIAL ASSETS - LOANS

(Unsecured considered good)
Security Deposits 11,43.05 14,58.05
11,43.05 14,58.05
NOTE 8 : NON-CURRENT FINANCIAL ASSETS - OTHERS

Margin money / Deposit against bank guarantee 4,06.30 27.76
4,06.30 27.76
NOTE 9 : OTHER NON-CURRENT ASSETS
Capital advances 3,85.83 13,25.67
Less : Allowance for doubtful advances (2,83.17) (3,74.24)
1,02.66 9,51.43
Balances with Government Authorities 27,08.31 35,41.48
Sundry Deposits 43,11.29 42,07.69
Remittances in transit (Refer Note 42 (iii)) - 5.92
Others 3,77.85 4,41.24
75,00.11 91,47.76
NOTE 10 : INVENTORIES (AT LOWER OF COST OR NET

REALISABLE VALUE)
Raw and Packing materials 115,53.92 103,21.08
Work-in-progress 22,08.98 22,77.40
Finished goods 174,06.81 148,18.01
Stock-in-trade (includes in-transit as on March 31, 2019: ` 10,58.70 lakhs; March 171,54.28 222,31.21
31, 2018: ` 8,43.61 lakhs)
Stores and spares 3,25.36 3,70.63
486,49.35 500,18.33
The cost of inventories recognised as an expense during the year ended March 31, 2019 is ` 2.10 lakhs (March 31, 2018:
` 1,43.17 lakhs) in respect of write-downs of inventory to net realisable value.

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 11 : TRADE RECEIVABLES
Unsecured, Considered good 120,48.73 146,95.89
Receivables which have significant increase in Credit Risk (Refer Note 49 C) 15,26.94 15,68.97
Less : Allowance for doubtful receivables (15,26.94) (15,68.97)
120,48.73 146,95.89
During the year ended March 31, 2019 the Company has reversed the allowance for doubtful debts by ` 42.03 lakhs (Previous
Year: additional allowance for doubtful debts created ` 67.75 lakhs).
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 12 : CASH AND CASH EQUIVALENTS
Balances with Banks:
Current account 60,48.43 89,38.66
Term deposit with original maturity period of less than three months 30,03.00 110,01.00
97,77.88 199,39.66
NOTE 13 : BANK BALANCES OTHER THAN CASH AND CASH

EQUIVALENTS
Earmarked Balances:
Unpaid dividend accounts 22,25.03 23,34.69
Term deposit with original maturity period of more than three months but less than 1034,00.00 1054,00.00
twelve months
Margin money 1,30.44 2,94.74
1057,55.47 1080,29.43
NOTE 14 : CURRENT FINANCIAL ASSETS - OTHERS

Receivable from group companies 67,02.64 35,65.70
Interest accrued on deposits with banks 22,15.36 21,39.93
Advances recoverable 44.62 85.81
89,62.62 57,91.44
NOTE 15 : OTHER CURRENT ASSETS

Advance to Creditors 27,77.55 28,71.31
Sundry advances 7.31 15.75
Import advances - 1,12.84
Prepayments and Prepaid Expenses 11,13.02 10,66.07
Others 8,32.47 5,85.76
135,91.39 173,36.67
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 16 : ASSETS CLASSIFIED AS HELD FOR SALE
Freehold Land and Building (Refer Note (a) below) 3,31.08 3,31.08
Plant and Machinery (Refer Note (b) and (c) below) 1.63 1,62.66
3,32.71 4,93.74
Notes:-
(a) The amount is the Written Down Value of the property at Thane which is being sold and advance received against such
has been classified as Current Liability, as documents for sale of property are yet to be executed. The transfer will conclude
after obtaining all relevant statutory and other approvals / consents / permissions as required in law (Refer Note 24).
(b) The amount includes Plant and Machinery from Mysore and Bangalore site held for sale.
(c) During the year plant and machinery of ` 29.75 Lakhs at Nashik have been transferred to asset held for sale from property,
plant and equipment.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 17 : EQUITY SHARE CAPITAL
Authorised
18,00,00,000 (March 31, 2018: 9,00,00,000) equity shares of ` 10 each 180,00.00 90,00.00
Issued
16,94,15,420 (March 31, 2018: 8,47,07,710) equity shares of ` 10 each 169,41.54 84,70.77
Subscribed and Paid-Up
16,94,06,034* (March 31, 2018: 8,47,03,017) equity shares of ` 10 each, fully paid 169,40.60 84,70.30
up
169,40.60 84,70.30
* excludes 9,386 (March 31, 2018: 4,693) equity shares of ` 10 each of the Company (3,352 equity shares of ` 10 each of
erstwhile Burroughs Wellcome (India) Limited) held in abeyance.
The Company has allotted 8,47,03,017 fully paid up equity shares of ` 10/- each during the quarter ended September 30,
2018 pursuant to a bonus issue in 1:1 ratio approved by shareholders through postal ballot. The bonus shares were issued
by capitalisation of profits transferred from general reserve. Record date fixed by the Company was September 13, 2018. The
earnings per share have been adjusted for previous periods presented in accordance with Ind AS - 33 ‘Earnings per share’.
As at March 31, 2019 As at March 31, 2018

Number of ` in lakhs Number of ` in lakhs
Shares Shares
a) Reconciliation of the number of shares
Balance at the beginning of the year 84,703,017 84,70.30 84,703,017 84,70.30
Bonus shares issued during the year 84,703,017 84,70.30 - -
Balance at the end of the year 169,406,034 169,40.60 84,703,017 84,70.30

b) Rights, preferences and restrictions attached to equity shares:

The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are
eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their
shareholding.
c) Shares held by subsidiaries of ultimate holding company in aggregate

Shares Shares
Equity shares of ` 10 each (representing 75.00% of total 127,054,524 127,05.46 63,527,262 63,52.73
shareholding)
d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company:

Number of % Number of %
Shares Shareholding Shares Shareholding
Glaxo Group Limited, U.K. 60,970,500 35.99% 30,485,250 35.99%
GlaxoSmithKline Pte Limited, Singapore 47,604,024 28.10% 23,802,012 28.10%
Eskaylab Limited, U.K. 11,760,000 6.94% 5,880,000 6.94%
Life Insurance Corporation of India 10,768,929 6.36% 5,424,940 6.40%
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 18 : OTHER EQUITY
Capital redemption reserve 2,61.95 2,61.95
General reserve 790,74.14 875,44.44
Capital reserve 1,65.51 1,65.51
Retained earnings (Including Other Comprehensive Income) 1177,99.39 1115,52.61
1973,00.99 1995,24.51
NOTE 19 : NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS

Unsecured
Interest free deferred sales tax incentive 17.70 58.30
17.70 58.30
Terms of repayment
Interest free deferred sales tax incentive as at March 31, 2019 of ` 58.30 lakhs (March 31, 2018: ` 98.90 lakhs) availed under
the 1993 Sales Tax Deferment Scheme which is repayable in six instalments as at March 31, 2019 (March 31, 2018 - nine
instalments) and closing on April 30, 2021. The current maturity amount as at March 31, 2019 is ` 40.60 lakhs (March 31, 2018:
` 40.60 lakhs) of the loan has been disclosed under Note 23.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 20 : NON-CURRENT FINANCIAL LIABILITIES - OTHERS
Security deposits received 2,19.47 2,24.47
2,19.47 2,24.47
NOTE 21 : NON-CURRENT PROVISIONS

For Pricing matters (Refer Note 41 and 26) 122,70.82 122,70.82
For employee benefits (Refer Note 39)
Gratuity 79,67.51 72,87.84
Leave encashment and compensated absences 28,85.36 24,19.06
Post retirement medical and other benefits 36,68.49 35,48.37
For long term incentive plan (Refer Note 26 and 53) 2,27.76 1,70.95
For divestment / restructuring (Refer Note 26) 12,02.83 12,02.83
For others (Refer Note 26) 31,29.60 17,19.69
313,52.37 286,19.56
NOTE 22 : TRADE PAYABLES

Due to Micro and Small Enterprises (Refer Note 44) 4,28.23 7,30.78
Due to others 398,67.88 495,21.82
402,96.11 502,52.60
NOTE 23 : CURRENT FINANCIAL LIABILITIES - OTHERS

Current Maturity of Interest free deferred sales tax incentive (Refer Note 19) 40.60 40.60
Unclaimed dividends * 22,25.03 23,34.70
Salaries, wages, bonus and employee benefits payable 117,33.52 93,41.84
Creditors for capital goods 76,71.93 140,39.16
Rationalisation relating to a manufacturing site 1,30.28 1,30.28
Other Payables 13,10.24 8,24.11
231,11.60 267,10.69
* There are no amounts due and outstanding to be credited to Investor Education
and Protection Fund
NOTE 24 : OTHER CURRENT LIABILITIES

Statutory dues including provident fund and tax deducted at source 15,05.14 19,89.82
Advance from Customers 4,42.72 3,32.93
Advance received towards disposal of land (Refer Note (a) below) 552,00.00 552,00.00
571,47.86 575,22.75
Note:-
(a) During the previous year, the company has received the money in advance towards disposal of Thane Land. The transfer
will conclude after obtaining all relevant statutory and other approvals / consents / permissions as required in law (Refer
Note 16).

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 25 : CURRENT PROVISIONS
For rationalisation relating to a manufacturing site (Refer Note 26) 31.43 31.43
For expected sales returns (Refer Note 26) 39,69.13 41,35.97
91,88.75 97,10.07
NOTE 26 : MOVEMENT IN PROVISIONS

(` in lakhs)
Particulars Rationalisation Pricing Long term Divestment / Expected Others
relating to a matters Incentive Restructuring Sales
manufacturing Refer Plan Refer note Returns
site note Refer note Refer note
Refer note (i) (ii) (iii) (ii) (iv)
Balance as at April 01, 2018 31.43 122,70.82 9,86.36 12,02.83 41,35.97 59,21.44
Add: Provision during the year - - 3,90.15 - 63.50 20,06.93
Less: Amounts utilised/reversed during the year - - 5,62.87 - 2,30.34 7,76.76
Balance as at March 31, 2019 31.43 122,70.82 8,13.64 12,02.83 39,69.13 71,51.61
Add: Provision during the year - - 7,35.04 - 38,04.89 50,83.11
Less: Amounts utilised/reversed during the year 16.02 - 3,52.45 - 34,36.59 2,26.20
Notes:
(i) Rationalisation relating to a manufacturing site: This represents an estimated amount of cost required to be incurred to
rationalise closed manufacturing site of the Company which it expects to utilise as and when actual costs are incurred.
It is expected to be utilised within 12 months from the end of the year.
(ii) Pricing matters, Divestment/ Restructuring and other matters: Provision for pricing matters, Divestment/ Restructuring
and other matters made for probable liabilities/ claims arising out of pending dispute, litigations/ commercial transactions
with statutory authorities/ third parties. The outflow with regard to the said matters depends on the exhaustion of remedies
available to the Company under the law and hence the Company is not able to reasonably ascertain the timing of the
outflow. Also refer notes 41, 42 and 43.
(iii) Long term incentive plan: Refer note 53.
(iv) Expected sales returns: This represents provision made for expected sales returns. Revenue is adjusted for the expected
value of returns. It is expected to be utilised within 12 months from the end of the year.
(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 27 : REVENUE FROM OPERATIONS
A. Sale of products (including excise duty)
Sale of products 3089,48.40 2820,03.24
3089,48.40 2820,03.24
Consequent to the introduction of Goods and Service Tax (GST) with effect
from July 01, 2017, Central Excise, Value Added Tax (VAT) etc. have been
subsumed under GST. In accordance with Ind AS 115 on Revenue and
Schedule III of the Companies Act 2013, unlike Excise Duties, levies like GST,
VAT etc. are not part of Revenue. Accordingly, the figures for the year ended
March 31, 2019 are not comparable with the previous year.
B. Other operating revenue

Service income 25,61.62 62,05.80
Consignment sales commission - 13.17
Manufacturing charges recovery 9,22.62 10,38.19
Others 4,20.82 3,27.62
39,05.06 75,84.78
Total Revenue from operations (A + B) 3128,53.46 2895,88.02
C. Revenue from contracts with customers disaggregated based on geography

Revenue from the Country of Domicile- India 3102,72.94 2839,50.57
Revenue from foreign countries 25,80.52 56,37.45
3128,53.46 2895,88.02
D. Reconciliation of gross revenue with revenue from contracts with customers

Gross revenue 3242,46.83 3018,93.48
Less: Trade discounts, volume rebates, etc. 113,93.37 123,05.46
Net revenue recognised from contracts with customers 3128,53.46 2895,88.02
NOTE 28 : OTHER INCOME

Interest income on:
Deposits with banks 66,27.55 51,13.54
Income Tax Refund 9,90.77 -
Loans 20.26 24.08
Others 5.87 19.37
Gain on disposal of Property, Plant and Equipment (net) 1,41.39 -
Liabilities Written Back payable to group Company 23,14.00 -
Others - 1,23.05
101,47.84 53,52.01

(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 29 : COST OF MATERIALS CONSUMED
Cost of materials consumed 682,07.04 510,26.96
682,07.04 510,26.96
NOTE 30 :
C HANGES IN INVENTORIES OF FINISHED GOODS,
STOCK-IN-TRADE AND WORK-IN-PROGRESS
Opening stock
Finished goods 148,18.01 157,50.37
Stock-in-trade 222,31.21 144,48.35
393,26.62 335,32.63
Less: Closing stock
Finished goods 174,06.81 148,18.01
Stock-in-trade 171,54.28 222,31.21
367,70.07 393,26.62
25,56.55 (57,93.99)
NOTE 31 : EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 478,26.63 458,88.58
Contributions to : Provident and pension funds (Refer Note 39) 24,06.65 23,75.18
Gratuity funds (Refer Note 39) 12,46.93 22,69.11
Staff welfare expense 22,39.38 18,06.98
537,19.59 523,39.85
NOTE 32 : FINANCE COSTS

On Security deposits 22.19 14.83
Others 33.24 4.08
55.43 18.91
NOTE 33 : DEPRECIATION AND AMORTIZATION EXPENSE

On Property, Plant and Equipment (Refer Note 3) 38,69.37 33,84.09
On Investment Properties (Refer Note 4) 14.38 25.27
On Other Intangible assets (Refer Note 5) 9,75.32 3,89.22
48,59.07 37,98.58
(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 34 : OTHER EXPENSES
Sales promotion 120,36.40 81,71.34
Stock point commission 19,49.41 17,61.34
Freight 62,95.36 55,05.50
Travelling 74,29.86 68,40.66
Loss on disposal of Property, Plant and Equipment (net) - 2,42.50
Exchange loss (net) 4,37.33 6,32.01
Manufacturing charges 86,49.79 86,52.84
Repairs:
Buildings 5,82.13 4,46.32
Plant and Machinery 14,63.48 13,43.60
20,45.61 17,89.92
Consumption of stores and spares 8,23.35 6,11.87
Power, fuel and water 27,93.93 26,43.85
Rent 34,41.95 35,10.37
Rates and taxes 7,82.05 35,00.21
Printing, postage and telephones 9,72.77 9,12.70
Sales training, briefing and conference 22,47.41 17,56.83
Insurance 4,37.59 3,74.96
Remuneration to auditors :
Statutory audit fees (Refer Note (a) and (d) below) 88.00 79.00
In other capacity in respect of :
Tax audit fees 6.00 6.00
Other services (Refer Note (b) below) - 8.95
Reimbursement of expenses (Refer Note (c) below) 3.75 2.55
97.75 96.50
Cost audit fees 10.47 6.87
Corporate social responsibility (Refer Note 37) 10,40.08 10,69.90
Commission to non whole-time Directors 1,50.00 73.96
Directors' sitting fees 57.84 65.00
Legal and professional fees 22,22.87 32,05.33
Miscellaneous 66,68.01 61,23.30
Reimbursement of expenses (net) (Refer Note 36) 25,42.76 23,61.76
631,32.59 599,09.52
Notes:-
(a) For the year ended March 31, 2018, this amount includes ` 5.50 lakhs towards remuneration of previous auditor Price
Waterhouse & Co Bangalore LLP.
(b) For the year ended March 31, 2018, this amount includes ` 8.25 lakhs towards other services of previous auditor Price
(c) For the year ended March 31, 2018, this amount of ` 2.55 lakhs is towards reimbursement of expenses of previous auditor
Price Waterhouse & Co Bangalore LLP.
(d) For the year ended March 31, 2019, this amount includes ` 9.00 lakhs towards additional billing done on account of cost
over-runs for the previous year.
35 The recurring expenditure on research and development charged off to revenue amounts to ` 2,32.66 lakhs (Previous
Year: ` 2,25.22 lakhs)
36 Reimbursement of expenses (net) are towards the value of costs apportioned, in accordance with the agreements on
allocation of expenses with the group companies.
37 Expense towards activities relating to Corporate Social Responsibility in compliance with Section 135 of the Companies
Act, 2013 is as under:
(` in lakhs)
March 31, 2019 March 31, 2018
a) Amount spent
(i) Construction/ acquisition of the asset - -
(ii) On purposes other than (i) above 10,94.36 11,26.15
Total amount spent 10,94.36 11,26.15
The above includes allocation of ` 54.28 lakhs (Previous Year ` 56.25 lakhs)
towards Corporate Social Responsibility which are shown under Employee
Benefits Expenses in note 31.
(b) Gross amount required to be spent by the Company 10,85.73 11,24.94
NOTE 38 : EXCEPTIONAL ITEMS (NET)

(` in lakhs)
March 31, 2019 March 31, 2018
Profit on sale of property 43,39.13 17,54.48
Sale of Brands 4,69.50 3.79
Redundancy Costs (Refer Note below) (20,07.75) -
Provision for Impairment of Investment in Subsidiary (23,12.00)
Others - 21.58
4,88.88 17,79.85
Note:-
` 20,07.75 Lakhs is on account of restructuring of the commercial and manufacturing organisation.
NOTE 39 : EMPLOYEE BENEFIT OBLIGATIONS

The company obtained actuarial reports as required by IND AS 19 (Employee Benefits) based on which disclosures have been
made in the financial statement for the year ended March 31, 2019. The disclosures as required by the IND AS 19 are as below.
(i) Defined Contribution Plan

The Company’s defined contribution plans are superannuation and employees’ pension scheme (under the provisions of
the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952). The obligation of the Company is limited to the
amount contributed and it has no further contractual nor any constructive obligation.
(` in lakhs)
March 31, 2019 March 31, 2018
Charge to the Statement of Profit and Loss based on contributions:
Superannuation 5,44.61 5,45.56
Employees' pension scheme 5,76.63 6,20.29
(ii) Defined Benefit Plan

Gratuity
The Company makes annual contributions to an income tax approved irrevocable trust gratuity fund to finance the plan
liability, a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity
Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Post - Retirement medical benefit

The Company earmarks liability towards unfunded Post - Retirement medical benefit and provides for payment to vested
employees. The benefits under the plan are in form of a medical benefit paid to employees post their employment with the
Company.
Provident Fund
The liability of the Company on the exempt Provident Fund managed by the trustees is restricted to the interest shortfall if any.
Leave Encashment and compensated absences

The scheme is a non-contributory defined benefit arrangement providing benefits expressed in terms of a multiple of final
monthly salary. The liability for leave encashment and compensated absences as at year end is ` 32,50.99 lakhs. (March
31, 2018: ` 27,41.74 lakhs).
Based on the actuarial valuations obtained, the following table sets out the status of the gratuity plan, post retirement
medical benefits and provident fund and the amounts recognised in the Company’s Standalone Financial Statements as
at balance sheet date:

(` in lakhs)
Year ended March 31, 2019 Year ended March 31, 2018
Gratuity Post Provident Gratuity Post Provident
retirement Fund retirement Fund
medical medical
and other and other
benefits benefits
(Funded (Non-funded (Funded (Funded (Non-funded (Funded
plan) plan) plans) plan) plan) plans)
(i) Change in Defined Benefit Obligation
Opening defined benefit obligation 92,67.21 37,51.20 501,16.98 75,96.54 41,82.18 449,05.18
Amount recognised in Statement of profit and
loss/Capitalised
Current service cost 6,93.46 24.78 13,52.18 5,27.44 62.06 12,83.13
Past service cost - - - 13,43.16 - -
Interest cost 6,78.68 2,73.47 38,41.05 5,26.23 2,85.55 32,19.89
13,72.14 2,98.25 51,93.23 23,96.83 3,47.61 45,03.02
Amount recognised in other comprehensive
income
Actuarial loss / (gain) arising from:
Financial assumptions 2,40.45 82.50 - (3,47.19) (2,36.17) -
Demographic assumptions (4.57) (94.97) - 1,69.15 (38.78) -
Experience adjustment 2,99.37 2,11.65 (11,37.30) (93.30) (1,80.11) (4,47.87)
5,35.25 1,99.18 (11,37.30) (2,71.34) (4,55.06) (4,47.87)
Contributions by employee - - 34,39.86 - - 31,61.73
Liabilities assumed on acquisition/(settled on (12.53) - (12,34.71) (1.13) - 3,04.79
divestiture)
Benefits paid (14,34.08) (3,65.48) (31,70.88) (4,53.69) (3,23.53) (23,09.87)
Closing defined benefit obligation 97,27.99 38,83.15 532,07.18 92,67.21 37,51.20 501,16.98
(ii) Change in Fair Value of Assets
Opening fair value of plan assets 19,79.37 - 501,16.98 19,72.94 - 449,05.17
Amount recognised in the Statement of Profit - - - - - -
and Loss/Capitalised
Expected return on plan assets 1,25.22 - 38,41.05 1,27.72 - 32,19.89
income
Actuarial gain / (loss) (1,10.03) - (11,37.30) 1,32.40 - (4,47.87)
Contributions by employer 12,00.00 - 13,52.18 2,00.00 - 12,83.13
Assets acquired on acquisition/(settled on - - (12,34.71) - - 3,04.80
divestiture)
Benefits paid (14,34.08) - (31,70.88) (4,53.69) - (23,09.87)
Closing fair value of plan assets 17,60.48 - 532,07.18 19,79.37 - 501,16.98
Actual return on plan assets 15.19 - 27,03.75 2,60.12 - 27,72.02
(` in lakhs)
medical medical
and other and other
benefits benefits
(iii) Amount recognised in the Statement of
Profit and Loss
Service Cost:
Net interest expense 5,53.46 2,73.47 - 3,98.51 2,85.55 -
Less : Employee Cost Capitalised for Vemgal - - (66.77) - - (73.80)
Components of defined benefit costs 12,46.92 2,98.25 12,85.41 22,69.11 3,47.61 12,09.33
recognised in the Statement of Profit and Loss
(iv) Amount recognised in Other
Comprehensive Income
Remeasurement on the net defined benefit
liability:
Return on plan assets (excluding amounts (1,10.03) - (11,37.30) 1,32.40 - 4,47.87
included in net interest expense)
Acturial gain / (loss) arising from changes in 4.57 94.97 - (1,69.15) 38.78 -
demographic assumptions
Acturial gain / (loss) arising from changes in (2,40.45) (82.50) - 3,47.19 2,36.17 -
financial assumptions
Acturial gain / (loss) arising from changes in (2,99.37) (2,11.65) 11,37.30 93.30 1,80.11 (4,47.87)
experience adjustments
Components of defined benefit costs (6,45.28) (1,99.18) - 4,03.74 4,55.06 -
recognised in Other Comprehensive Income
(v) Amount recognised in the Balance Sheet
Present value of obligations as at year end 97,27.99 38,83.15 532,07.18 92,67.21 37,51.20 501,16.98
Fair value of plan assets as at year end 17,60.48 - 532,07.18 19,79.37 - 501,16.98
Net (asset) / liability recognised as at year end 79,67.51 38,83.15 - 72,87.84 37,51.20 -
(vi) The major categories of plan assets are as
follows:
Government of India Securities 47% 46% 52% 46%
Corporate Bonds 41% 44% 36% 46%
Special Deposit Scheme 0% 0% 0% 0%
Others 12% 10% 12% 8%
(vii) Principal actuarial assumptions used
Discount rate (p.a.) 7.50% 7.50% 7.50% 7.70% 7.70% 7.70%
Expected rate of return on plan assets (p.a.) 7.50% 9.12% 13.00% 9.02%
Salary escalation rate 5.00% - 5.00% -
7.00% 7.00%
Annual increase in health care premiums (p.a.) 5% 5%

(viii) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.

March 31, 2019 March 31, 2018
Increase Decrease Increase Decrease
Discount rate (0.5% movement) - Gratuity -3.99% 4.29% -3.94% 4.23%
Future salary growth (0.5% movement) - Gratuity 3.85% -3.67% 3.84% -3.67%
Discount rate (0.5% movement) - Post retirement medical -5.27% 5.82% -5.30% 5.85%
benefit
Health care cost rate (1% movement) 10.73% -8.89% 10.74% -8.89%
Life expectancy +/- 1 year 2.42% -2.76% 2.37% -2.46%
The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and
assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur.
When one variable is changed, it affects others. In calculating the sensitivity, project unit credit method at the end of the
reporting period has been applied.
Expected contribution to post employment benefit plans for the year ended March 31, 2020 is ` 79,67.52 lakhs (March 31,
2019: ` 2,00.00 lakhs)
The weighted average duration of defined benefit obligation is 8.27 years (March 31, 2018: 8.17 years)
The expected maturity analysis of un-discounted Gratuity and Post employment medical benefits is as below:
(` in lakhs)
March 31, 2019 Less than a Between Between Over 5 Total
year 1-2 years 2-5 years years
Defined benefit obligations (Gratuity) 10,19.44 8,66.43 28,12.26 53,51.62 100,49.75
Post employment medical benefits 2,14.66 2,27.87 7,55.29 113,56.08 125,53.90
Total 12,34.10 10,94.30 35,67.55 167,07.70 226,03.65
(` in lakhs)
Total 11,09.21 10,06.61 35,70.93 278,52.10 335,38.85
NOTE 40 : CONTINGENT LIABILITIES AND COMMITMENTS

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
A. Contingent Liabilities not provided for:
(i) Cheques discounted with banks 1,05.60 4,70.84
(ii) In respect of claims made against the Company not acknowledged as
debts by the Company
(a) Sales tax matters 147,97.22 146,75.95
(b) Excise and custom matters 7,30.36 7,30.36
(c) Service tax matters 1,29.20 1,29.20
(d) Labour matters 58,50.00 57,57.80
(e) Other legal matters 25,08.23 25,08.23
(f) Other matters 23,14.00 -
which net of current tax amount to - 171,28.60 154,84.33
(iii) Income-tax matters in respect of which appeals are pending
Tax on matters in dispute 248,45.05 240,27.97
Notes:
Future cash outflows in respect of (i) above are dependant on the return of
cheques by banks.
Future cash outflows in respect of (ii) above are determinable on receipt of
decisions / judgements pending with various forums / authorities, hence it is
not practicable for the Company to estimate the timing of cash outflow, if any.
The Company does not expect any reimbursement in respect of above
contingent liabilities.
B. Commitments
(i) Estimated amount of contracts (net of advances) remaining to be 60,71.85 67,06.83
executed on capital account and not provided for (Refer Note (a) below)
(ii) Uncalled liability on partly paid shares:
- in Hill Properties Limited 0.04 0.08
Note:
Future cash outflow is dependent on the call to be made by Hill Properties
Limited.
Note
(a) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for as at
March 31, 2019 mainly comprise the ongoing investments in the new greenfield manufacturing factory being constructed
at Bengaluru and corporate office renovations and as at March 31, 2018 mainly comprise the ongoing investments in the
new greenfield manufacturing factory being constructed at Bengaluru.
(b) The Company, based on legal opinion, is of the view that the Ruling issued on February 28, 2019 by the Honourable
Supreme Court, clarifying the definition of basic wages under The Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 is applicable from the date of the said Ruling. Accordingly, the Company has given effect to the said
Ruling on a prospective basis. The impact determined on a prospective basis is insignificant.

41 The demand of ` 71,79 lakhs made by the Central Government on the Company in respect of Betamethasone bulk
drugs and formulations made therefrom during the period May 1981 to August 1987 has been under litigation for a period
spanning nearly 30 years. Pursuant to the special leave petition of the Central Government in the Supreme Court of India
against the Delhi High Court’s Judgment and Order dated October 19, 2001 which was held in favour of the Company, the
Supreme Court has, vide its Judgement and Order dated March 31, 2011, upheld the demand. The Company had accrued
a liability of ` 18,68 lakhs in earlier years and a further provision of ` 53,11 lakhs was accrued in 2011.
Based on legal advice, the Company has filed an Application in the Supreme Court seeking, inter alia, clarifications on
some aspects of the Judgement and directions for recomputation of the demand. Simultaneously, the Company without
prejudice to and subject to the outcome of the Application filed in the Supreme Court, has tendered as a further deposit,
an amount of ` 63,60 lakhs, which together with the amount of ` 8,19 lakhs previously deposited with the Government,
aggregates the demand of ` 71,79 lakhs made by the Government in November 1990. The Company filed a Review
Petition in the Supreme Court which was rejected in March 2012.
In October 1996, the Government had claimed interest of ` 117,66 lakhs for the period May 12, 1981 to October 17,
1996, for which no provision was made in earlier years. The Government has vide letter dated May 4, 2011 called upon
the Company to discharge the entire liability, including upto date interest calculated at 15% p.a., and has vide letter dated
October 10, 2011, raised a demand on the Company for the interest amount amounting to ` 247,44 lakhs. Without prejudice
to the position that interest is not payable, the Company has recognized a provision of ` 247,44 lakhs in respect of the
Government’s claim for interest in 2011. The Company has filed a writ petition at Delhi High Court against the above
demand which has been admitted. The Company also filed stay applications which have been dismissed and has filed a
Special Leave Petition (SLP) before the Supreme Court for stay of the interest demand until final determination of the writ
petition filed in the Delhi High Court. The Supreme Court on hearing the above SLP, passed an order on April 3, 2012. The
said order stayed the Demand Notice dated October 10, 2011 during the pendency of the writ petition at the Delhi High
Court subject to the Company depositing ` 136,82 lakhs in three equal installments within six month’s time from the date
of order. All three instalments have been deposited with the Government as of date. The Supreme Court, vide its order
dated October 5, 2012, directed the Delhi High Court to dispose of the writ petition as expeditiously as possible. After the
arguments given by the Company’s counsel on July 6, 2018, January 22, 2019, March 26, 2019 and May 16, 2019, the
matter has been adjourned by the Delhi High Court to July 18, 2019.
NOTE 42 : MATTERS IN RESPECT OF ERSTWHILE BURROUGHS WELLCOME (INDIA) LIMITED (BWIL):

(i) The Government of India, Ministry of Chemicals and Fertilisers, New Delhi, passed a final order on July 21, 1993,
directing erstwhile BWIL to pay an amount of ` 1,91.15 lakhs along with interest due thereon from the date of default
into the Drugs Prices Equalisation Account (DPEA) in respect of a bulk drug procured by erstwhile BWIL during the
period April 1981 to April 1983.
Erstwhile BWIL filed a writ petition in August 1993 which was admitted by the Bombay High Court. After hearing both
the parties, the High Court granted an interim injunction restraining the Government of India from taking any action
in furtherance of and/or implementation of the order dated July 21, 1993 or from in any manner seeking to compel
erstwhile BWIL to deposit any amount into the DPEA, pending the hearing and final disposal of the petition on the
condition that erstwhile BWIL furnishes a bank guarantee for ` 2,00 lakhs from a nationalised bank and undertakes
to pay the amount demanded with interest at the rate of 20% per annum in case the petition fails.
Erstwhile BWIL had accordingly furnished the required bank guarantee. If calculated on the basis of correct data,
taking into account set offs claimable for earlier years for which data has been provided by erstwhile BWIL, no
amount will be payable by the Company and accordingly no provision in that respect is considered necessary. The
Company’s stand that the demand is not sustainable has been confirmed by an eminent counsel. The Government of
India’s application in the Supreme Court praying that the writ petition be transferred to the the Supreme Court from the
Bombay High Court was not allowed and the Company’s writ petition will now be heard by the Bombay High Court.
(ii) Erstwhile BWIL had made an application to the Government of India for approval under Section 198(4) of the
Companies Act, 1956, in respect of payment to the Managing Director and three whole time Directors amounting to
` 10.93 lakhs for the year ended August 31, 1986, which was in accordance with the minimum remuneration provided
in the agreements entered into with them prior to erstwhile BWIL becoming public, which required such Government
of India’s sanction. The approval is still awaited.
(iii) Remittances in transit represented monies deposited by customers in favour of erstwhile BWIL with banks in Zambia
- ` 0.31 lakhs and in Tanzania - ` 5.61 lakhs, the remittance of which is pending clearance of the authorities in those
countries, whch have been written off in the current year.
NOTE 43 : MATTERS IN RESPECT OF ERSTWHILE SMITHKLINE BEECHAM (INDIA) LIMITED:

(i) ` 1,44.44 lakhs received from Beckman Instruments International S.A. on account of disputed alleged additional
commission has been included under non-current provisions and Income tax paid thereon aggregating ` 64.77
lakhs has been included under other non-current assets. The Company is contesting the matter with the concerned
authorities.
(ii) Refund of surtax ` 96.81 lakhs, and interest thereon amounting to ` 48.52 lakhs, received during 1994, have not
been adjusted against the provision for tax in the books of accounts and recognised as income respectively, since the
Income tax department had filed a reference application against the income tax tribunal’s order which was pending
before the High Court of Karnataka. The Company has received an order dated April 18, 2007 from the High Court
of Karnataka which is partially in the Company’s favour. On the basis of the aforesaid order, Income Tax Appellate
Tribunal (ITAT), Bangalore will pass an order giving directions. On receipt of the ITAT order, the Company will take
appropriate steps in the matter.
NOTE 44 : DISCLOSURES AS REQUIRED BY MICRO, SMALL AND MEDIUM ENTERPRISES

DEVELOPMENT ACT, 2006 ARE AS UNDER:
(` in lakhs)
March 31, 2019 March 31, 2018
(a) The principal amount and the interest due thereon remaining unpaid to
suppliers
(i) Principal 4,20.83 7,30.78
(ii) Interest due thereon 7.40 1.33
4,28.23 7,32.11
(b) (i) The delayed payments of principal amount paid beyond the appointed 45,23.48 18,88.40
date during the entire accounting year
(ii) Interest actually paid under Section 16 of the Micro, Small and Medium - 14.27
Enterprises Development Act, 2006
(c) (i) Normal Interest accrued during the year, for all the delayed payments, - -
as per the agreed terms
(ii) Normal Interest payable for the period of delay in making payment, as - -
per the agreed terms
(d) (i) Total Interest accrued during the year 7.40 1.33
(ii) Total Interest accrued during the year and remaining unpaid 7.40 1.33
(e) Amount of estimated interest due and payable for the period from April 2.07 -
1, 2019 to actual date of payment or April 30, 2019, whichever is earlier
The above information regarding Micro, Small and Medium enterprises has
been determined to the extent such parties have been identified on the basis
of information available with the Company.

NOTE 45 : TAX EXPENSE

(a) Amounts recognised in the Statement of Profit and Loss
(` in lakhs)
March 31, 2019 March 31, 2018
Current tax
Current tax on profits for the year 192,82.27 204,33.82
Total current tax expense 192,82.27 204,33.82
Deferred tax
In respect of current year 45,52.31 (14,53.77)
In respect of prior years - 79.74
Adjustment to deferred tax attributable to change in income tax rate - (1,00.21)
Total Deferred tax (benefit) / expense 45,52.31 (14,74.24)
Total tax expense 238,34.58 189,59.58
(b) Amounts recognised in Other Comprehensive Income (OCI)

(` in lakhs)
Before tax Tax Net of tax Before tax Tax Net of tax
(expense) (expense)
/ benefit / benefit
Items that will not be reclassified to the Statement of
Profit and Loss
Remeasurements of the defined benefit plans (8,44.47) 2,95.09 (5,49.38) 8,58.80 (3,00.10) 5,58.70
(8,44.47) 2,95.09 (5,49.38) 8,58.80 (3,00.10) 5,58.70
(c) Reconciliation of effective tax rate

(` in lakhs)
March 31, 2019 March 31, 2018
Tax using the Company’s domestic tax rate at 34.944% 215,12.23 181,34.62
Tax using the Company’s domestic tax rate in terms of Long Term Capital 11,20.22 4,05.67
Gain at 23.296%
Total Tax 226,32.45 185,40.29
Tax effect of amounts which are not deductible / (taxable) in calculating
taxable income:
Corporate social responsibility expenditure 2,54.86 2,48.71
Donations 54.29 70.51
Due to change in income tax rate from 34.608% to 34.944%. - (1,00.21)
Impairment in subsidiary 8,07.90 -
Other items 85.08 2,00.28
Total tax Expense 238,34.58 189,59.58
Consequent to the reconciliation items shown above, the effective tax rate is 35.91% (Financial Year 2017-18: 35.01%)
(d) Movement in deferred tax balances

(` in lakhs)
Balance Recognised in Recognised Balance
as at April 01, the Statement in OCI as at March
2018 of Profit and 31, 2019
Loss
Deferred tax asset
Provision for Employee Benefits 48,13.66 (26,17.69) 2,95.09 24,91.06
Voluntary retirement schemes 4.99 1,60.42 - 1,65.41
Allowance for doubtful debts 6,76.10 (46.51) - 6,29.59
Interest on income tax refund not accounted but 22,63.88 - - 22,63.88
considered as taxable under the Income Tax
Act,1961
Expenses allowable for tax purpose when paid 41,66.99 (12,57.10) - 29,09.89
Total Deferred tax asset 119,25.62 (37,60.88) 2,95.09 84,59.83
Deferred tax liabilities
Fiscal allowance on Property, Plant and Equipment (16,20.34) (7,91.43) - (24,11.77)
and Other Intangible assets
Deferred tax asset (net) 103,05.28 (45,52.31) 2,95.09 60,48.06
(` in lakhs)
Loss
Deferred tax asset
Provision for Employee Benefits 44,68.08 6,45.68 (3,00.10) 48,13.66
Voluntary retirement schemes 98.49 (93.50) - 4.99
Interest on income tax refund not accounted but 22,42.11 21.77 - 22,63.88
Act,1961
Expenses allowable for tax purpose when paid 30,88.05 10,78.94 - 41,66.99
Total Deferred tax asset 105,94.48 16,31.24 (3,00.10) 119,25.62
Deferred tax asset (net) 91,31.14 14,74.24 (3,00.10) 103,05.28

NOTE 46 : LEASES
(i) The future minimum lease payments under non-cancellable operating leases are as follows:
(` in Lakhs)
Particulars Lease Rental debited Future Minimum As at As at
to Statement of Profit lease Payments March 31, 2019 March 31, 2018
and Loss
Manufacturing Arrangement ` 9,86.10 lakhs Within one year - 9,86.10
with Loan Licensee identified (Previous Year: Later than one year but - -
as operating lease ` 11,75.55 lakhs) not later than 5 years
Later than 5 years - -
(ii) The details of cancellable operating leases are as follows:

The Company has taken various residential, office, godown premises, machinery and vehicles under operating lease
arrangements. These are cancellable and range between 11 months and 3 years under leave and licence, or longer for
other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable
interest free security deposits under certain agreements. The lease rentals of ` 24,55.85 lakhs (March 31, 2018: ` 23,34.82
lakhs) have been included under the head Rent under Note 34 in the Statement of Profit and Loss.
NOTE 47 : EARNINGS PER SHARE

March 31, 2019 March 31, 2018
Profit for the year ` in lakhs 425,36.05 351,98.77
Weighted average number of shares Nos. 169,406,034 169,406,034
Earnings per share (Basic and Diluted) ` 25.11 20.78
Face value per share ` 10 10
48 (a) Current tax liabilities are net of taxes paid amounting to ` 1349,74.65 lakhs (March 31, 2018: ` 1349,11.61 lakhs).
(b) Current tax assets (net) represents payments in excess of provisions of ` 2579,64.18 lakhs (March 31, 2018:
` 2386,81.91 lakhs).
NOTE 49 : FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT

A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities including their
levels presented below.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial assets at fair value through OCI (FVTOCI)
Investment in Equity instruments 5.50 5.50
Total Investment in Equity Instruments 5.50 5.50
Financial assets at amortised cost *
National Savings Certificate 0.17 0.17
Margin money/ Deposit against bank guarantee 4,06.30 27.76
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Trade receivables 120,48.73 146,95.89
Cash and cash equivalents 97,77.88 199,39.66
Bank balances other than Cash and cash equivalents 1057,55.47 1080,29.43
Interest accrued on deposits with bank 22,15.36 21,39.93
Total financial assets 1380,94.22 1499,42.40
*Excludes investments in subsidiary
Financial liabilities at amortised cost
Borrowings 58.30 98.90
Payable to employees 117,33.52 93,41.84
Unclaimed dividends 22,25.03 23,34.70
Trade payables 402,96.11 502,52.60
Total financial liabilities 636,44.88 772,46.06
B. Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the Standalone Financial Statements.
(a) Financial instruments that are recognised and measured at fair value
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified
its financial instruments into the three levels prescribed under the accounting standard.
Level 1 : It includes financial instruments measured using quoted prices
Level 2 : The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial Instruments measured at Fair value (Level 3)
5.50 5.50
The impact of fair valuation of Equity investment is considered as insignificant and hence carrying value and fair value
is considered as same.

(b) Fair value of financial assets and liabilities measured at amortised cost
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial assets
National Savings Certificate
Carrying value 0.17 0.17
Fair value 0.17 0.17
Security Deposits
Carrying value 11,43.05 14,58.05
Fair value 11,43.05 14,58.05
Margin money/ Deposit against bank guarantee
Carrying value 4,06.30 27.76
Fair value 4,06.30 27.76
*Excludes investments in subsidiary
Borrowings
Security deposits received
Fair value 2,19.47 2,24.47
The impact of fair valuation of the above Financial assets and liabilities is considered to be insignificant and hence
carrying value and the fair value is considered to be same.
The carrying amounts of Trade receivables, Cash and cash equivalents, Bank balances other than Cash and cash
equivalents, Interest accrued on deposits with bank, Receivable from group companies, Advances recoverable,
Payable to employees, Unclaimed Dividends, Trade payables, Creditors for capital goods, Rationalisation relating to
a manufacturing site and Other Payables are considered to be the same as their fair values due to their short term
nature.
C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk ;
▪ Liquidity risk ; and
▪ Market risk
Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s
risk management framework. The board of directors has established the Risk Management Committee, which is
responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly
to the board of directors on its activities.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company,
through its training and management standards and procedures, aims to maintain a disciplined and constructive
control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Company’s risk management policies
and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the
Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular
and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit
committee.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers.
Trade and other receivables

The Company’s trade receivables are largely from sales made to wholesale customers and direct sales to hospitals
with a smaller proportion of sales to Indian Government Institutions. The Company’s exposure to credit risk is
influenced mainly by the individual characteristics of each customer, demographics of the customer and the default
risk of the industry.
The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Exposures to customers outstanding at the end of each reporting period are reviewed to determine incurred and
expected credit losses and the Company establishes an allowance for doubtful debts and impairment that represents
its estimate of expected losses in respect of trade receivables. Historical trends of impairment of trade receivables do
not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company
have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to
continue. The impairment loss as at March 31, 2019 related to customers that have defaulted on their payments to the
Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
In case of receivables from wholesale customers and hospitals, the Company has followed a provision approach
consistent with expected credit loss approach as per Ind AS 109.
Summary of the Company’s ageing of outstanding from various customers and impairment for expected Credit Loss
is as follows:
(` in lakhs)
As at March 31, 2019 Gross Carrying Expected Credit Carrying amount of
amount Losses trade receivables (net of
Expected Credit loss)
Not due 102,32.71 1.39 102,31.32
Past due 0-180 days 12,10.13 89.81 11,20.32
Past due 181-360 days 2,39.74 18.55 2,21.19
Past due 361-720 days 4,75.64 95.23 3,80.41
Past due 721-1095 days 2,28.12 132.63 95.49
Past due more than 3 years 11,89.33 11,89.33 -
Total 135,75.67 15,26.94 120,48.73

(` in lakhs)
Not due 113,99.19 1.60 113,97.59
Past due 0-180 days 26,15.81 98.63 25,17.18
Past due 181-360 days 2,54.24 3.42 2,50.82
Past due 361-720 days 1,66.23 7.20 1,59.03
Past due 721-1095 days 4,46.22 74.95 3,71.27
Total 162,64.86 15,68.97 146,95.89
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to
the Company’s reputation.
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from
operations. The Company has no outstanding bank borrowings. The Company believes that the working capital
is sufficient to meet its current requirements. Any short-term surplus cash generated, over and above the amount
required for working capital management and other operational requirements, are retained as Cash and Investment
in short term deposits with banks. The said investments are made in instruments with appropriate maturities and
sufficient liquidity.
As of March 31, 2019, the Company had working capital of ` 540,30.55 lakhs, including cash and cash equivalents of
` 97,77.88 lakhs and investments in term deposits (i.e., bank certificates of deposit having original maturities of more
than 3 months but less than 12 months) of ` 1034,00.00 lakhs.
As of March 31, 2018, the Company had working capital of ` 567,00.77 lakhs, including cash and cash equivalents
of ` 199,39.66 lakhs and investments in term deposits (i.e., bank certificates of deposit having original maturities of
more than 3 months but less than 12 months) of ` 1054,00.00 lakhs.
Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(` in lakhs)
As at March 31, 2019 Contractual cash flows
Carrying Total 1 year or 1-2 years 2-5 years More than
amount less 5 years
Non-derivative financial liabilities
Borrowings 58.30 58.30 40.60 17.70 - -
Trade Payables and other payables 611,42.08 611,42.08 611,42.08 - - -
Unclaimed dividends 22,25.03 22,25.03 22,25.03 - - -
Security deposits received 2,19.47 2,19.47 - - 2,19.47 -
(` in lakhs)
amount less 5 years
Borrowings 98.90 98.90 40.60 40.60 17.70 -
Trade Payables and other payables 745,87.99 745,87.99 745,87.99 - - -
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes
in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-
sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all
market risk-sensitive financial instruments, all foreign currency receivables and payables. The Company is exposed
to market risk primarily related to foreign exchange rate risk.
Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss,
where any transaction references more than one currency or where assets/liabilities are denominated in a currency
other than the functional currency of the entity.
The Company is exposed to currency risk on account of its receivables and payables in foreign currency. The
functional currency of the Company is Indian Rupee. The Company has exposure to GBP, USD, EUR and other
currencies. The Company has not hedged this foreign currency exposure and strives to achieve asset liability offset
of foreign currency exposure.
Exposure to currency risk

The Company’s exposure to foreign currency risk at the end of the reporting period is as follows:
(` in lakhs)
GBP USD EUR Others GBP USD EUR Others
Current Financial assets 10.24 - 10.73 - 88.66 3.30 - -
Trade payables 2,54.46 4,61.84 4.32 87.13 11,70.92 167,77.69 6,35.81 2,73.32
Capital Creditors 1,18.21 3,99.42 22,79.66 29.96 51,81.23 6,53.14 25,94.52 12.23
Net statement of financial (3,62.43) (8,61.26) (22,73.25) (1,17.09) (62,63.49) (174,27.53) (32,30.33) (2,85.55)
position exposure
Sensitivity analysis
A reasonably possible strenghtening / weakening of the respective foreign currencies with respect to functional
currency of Company would result in increase or decrease in profit or loss and equity as shown in table below. This
analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of
forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of
statements of financial position.

(` in lakhs)
Effect in ` Lakhs Strengthening Profit or loss Equity
/ Weakening % Strengthening Weakening Strengthening Weakening
March 31, 2019
GBP 5% (18.12) 18.12 - -
USD 5% (43.06) 43.06 - -
EUR 5% (1,13.66) 1,13.66 - -
Other currencies 5% (5.85) 5.85 - -
(` in lakhs)
March 31, 2018
GBP 5% (3,13.17) 3,13.17 - -
USD 5% (8,71.38) 8,71.38 - -
EUR 5% (1,61.52) 1,61.52 - -
(Note: The impact is indicated on the profit/loss before tax basis)
NOTE 50 : CAPITAL MANAGEMENT

(a) Risk Management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Management monitors the return on capital as well as the level of
dividends to ordinary shareholders.
The Company has adequate cash and bank balances and no interest bearing liabilities. The Company has interest
free deferred sales tax incentive availed under the 1993 Sales Tax Deferment Schemes. The Company monitors its
capital by a careful scrutiny of the cash and bank balances, and a regular assessment of any debt requirements. In
the absence of any interest bearing debt, the maintenance of debt equity ratio, etc. may not be of any relevance to
the Company.
No changes were made in the objectives, policies or processes for managing capital during the years ended
March 31, 2019 and March 31, 2018.
(b) Dividend distribution and proposed dividend

(` in lakhs)
March 31, 2019 March 31, 2018
(i) Equity shares
Final dividend for the year ended March 31, 2018 of ` 35 (March 296,46.06 254,10.91
31, 2017 ` 30) per fully paid share
(ii) Dividend Distribution Tax on the above 60,93.83 51,73.06
(iii) Dividends not recognised at the end of the reporting period
In addition to the above dividends, since year end the directors 338,81.21 296,46.06
have recommended the payment of a final dividend of ` 20 per fully
paid equity share (March 31, 2018: ` 17.5 per share retrospectively
adjusted for September 2018 bonus issue).
The proposed dividend for the year ended March 31, 2019 is
subject to the approval of shareholders in the ensuing annual
general meeting.
(iv) Dividend Distribution Tax on the above 69,64.38 60,93.83
NOTE 51 : SEGMENT REPORTING

An operating segment is one whose operating results are regularly reviewed by the entity’s chief operating decision maker
to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified
the Chief Operating Decision Maker as its Managing Director. The Chief Operating Decision Maker reviews performance of
pharmaceutical business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure
requirements of Ind AS 108 on Operating Segment is not applicable. In compliance to the said standard, entity-wide disclosures
are as under:
(` in lakhs)
March 31, 2019 March 31, 2018
Revenues from external customers attributed to the country of domicile and
attributed to all foreign countries from which the company derives revenues
Total 3128,53.46 2895,88.02
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Details of non current asset
Non Current asset from the Country of Domicile- India 1817,48.19 1636,38.31
Non Current asset from foreign countries - -
Total 1817,48.19 1636,38.31
Information about major customers

The Company did not have any external revenue from a particular customer which exceeded 10% of total revenue.

NOTE 52 : RELATED PARTY DISCLOSURES

Related party disclosures, as required by IND AS 24, “Related Party Disclosures”, notified under Section 133 of the Companies
Act, 2013 are given below:
1 Relationships (during the year):

(i) Shareholders (the GlaxoSmithKline (GSK) Group shareholding) in the Company :
Glaxo Group Limited, U.K.
GlaxoSmithKline Pte Limited, Singapore
Eskaylab Limited, U.K.
Burroughs Wellcome International Limited, U.K.
Holding company / ultimate holding company of the above shareholders
GlaxoSmithKline Plc, U.K. *
GlaxoSmithKline Finance Plc, U.K.*
Setfirst Ltd, U.K. *
SmithKline Beecham Limited, U.K.
Wellcome Limited, U.K.*
The Wellcome Foundation Limited, U.K.*
Wellcome Consumer Healthcare Limited, U.K.*
* no transactions during the year
(ii) Subsidiary of the Company :

Biddle Sawyer Limited, a wholly owned subsidiary of the Company
(iii) Other related parties in the GlaxoSmithKline (GSK) Group where common control exists and with whom the Company
had transactions during the year:
GlaxoSmithKline Asia Private Limited, India
GlaxoSmithKline Brasil Ltda, Brazil*
GlaxoSmithKline Consumer Healthcare Limited, India
GlaxoSmithKline Biologicals S.A., Belgium
GlaxoSmithKline Pharmaceuticals S.A., Belgium
GlaxoSmithKline Services Unlimited, U.K.
Glaxo Operations UK Limited, U.K
GlaxoSmithKline Export Limited, U.K.
GlaxoSmithKline Latin America S.A*
GlaxoSmithKline Pakistan Limited, Pakistan*
GlaxoSmithKline Research & Development Ltd, U.K
GlaxoSmithKline Pte Limited, Singapore*
GlaxoSmithKline Corporate Centre, U.S.A*
GlaxoSmithkline Philippines Inc., Philippines*
GlaxoSmithKline Australia Pty Limited, Australia*
GlaxoSmithKline Trading Services Limited, Ireland
GlaxoSmithKline Limited, Hong Kong*
GlaxoSmithKline South Africa (Pty) Ltd, South Africa
GlaxoSmithKline LLC, U.S.A*
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria
Stiefel India Private Limited, India
Glaxo Wellcome Ceylon Ltd., Sri Lanka*
US GMS Financial Services, U.S.A.*
GlaxoSmithKline Inc, Philadelphia
GlaxoSmithKline Manufacturing SPA, Italy*
GlaxoSmithKline Intellectual Property Limited
Chiron Behring Vaccines Private Ltd, India (upto February 28, 2019)
(iv) Directors and members of GSK India Leadership Team :

Directors: GSK India Leadership Team:
Mr. A. Vaidheesh # Mr. A. Nadkarni (w.e.f. April 17, 2017)
Ms. P. Thakur # (w.e.f. January 1, 2018) Mr. K. Hazari (upto May 31, 2018)
Mr. A. Aristidou # (upto December 31, 2017)* Mr. R. D'souza (w.e.f. April 17, 2017)
Mr. R. Krishnaswamy # Mr. R. Bartaria (upto August 31, 2018)
Mr. N. Kaviratne Mr. S. Dheri
Mr. P. Bhide Ms. S. Choudhary
Ms. A. Bansal Mr. S. Webb (w.e.f. January 17, 2018 upto January 31, 2019)
Mr. A.N. Roy Ms. V. Desai (upto May 16, 2017)
Mr. D.S. Parekh (upto March 31, 2019) Mr. V. Balakrishnan (w.e.f. March 20, 2017 upto September 21, 2018)
Mr. D. Sundaram Mr. B. Kotak (w.e.f. June 14, 2017)
Mr. R.R. Bajaaj (upto July 24, 2019) Mr. A. Iyer (w.e.f. October 13, 2017)
Mr. S. Williams (w.e.f. April 7, 2017) Ms. M. Priyam (w.e.f. July 27, 2017)
Mr. M. Jones (w.e.f. April 7, 2017 upto July 24, 2018) Ms. D. Jakate (w.e.f. February 19, 2018)
Mr. S. Balasubramanian (w.e.f. October 01, 2018)
Mr. N. Hindia (w.e.f. June 01, 2018)
Mr. G. Kotian (w.e.f. October 01, 2018)
Mr. N. Sudrik (w.e.f. October 01, 2018)
# Also member of GSK India Leadership Team
2 The following transactions were carried out with the related parties in the ordinary course of business:
(i) Dividend paid to parties referred to in item 1(i) above:
(` in lakhs)
March 31, 2019 March 31, 2018
Glaxo Group Limited, U.K. 106,69.84 91,45.58
GlaxoSmithKline Pte Limited, Singapore 83,30.70 71,40.60
Eskaylab Limited, U.K. 20,58.00 17,64.00
Burroughs Wellcome International Limited, U.K. 11,76.00 10,08.00

(ii) Details relating to parties referred to in items 1(i), 1(ii) and 1(iii) above:
(` in lakhs)
Holding company/ Subsidiary of the Other companies in the
ultimate holding company 1(ii) GSK Group 1(iii)
company 1(i)
Year ended Year ended Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31, March 31,
2019 2018 2019 2018 2019 2018
1 Purchase of materials/traded goods - - - - 465,35.29 532,29.27
2 Sale of materials/sale of products - - - - 18.54 21.87
3 Purchase of Intangible assets - - - - 9,45.00 49,66.22
4 Expenses recharged to other companies 70.55 - 41.58 45.53 60,02.39 33,41.62
5 Expenses recharged by other companies - - - - 41,71.84 31,09.78
6 Manufacturing charges recovered - - - - 9,22.62 10,38.19
7 Consignment sales commission received - - - - - 13.17
8 Clinical research and data management - - - - 7,71.88 40,72.62
recoveries
9 Central Value Added Tax credits availed - - - - - 1,63.58
on behalf of a related party (net)
10 Liabilities written back - - - - 23,14.00 -
11 Employee benefit liabilities transferred to - - - - 12.52 1.41
a related party
12 Outstanding receivables at the period end - - - 27.47 67,02.64 123,82.03
13 Outstanding payables at the period end - - 40.51 - 65,03.24 312,53.78
(iii) Disclosure in respect of material transactions with parties referred to in item 1 (i), 1(ii) and 1(iii) above:

March 31, 2019 March 31, 2018
(a) Purchase of materials/traded goods:
GlaxoSmithKline Asia Private Limited, India 7,15.09 205,33.55
GlaxoSmithKline Biologicals S.A., Belgium 273,91.37 196,77.90
Chiron Behring Vaccines Private Ltd, India 37,18.49 12,54.91
Stiefel India Private Limited, India 34,47.15 27,15.02
GlaxoSmithKline Export Limited, U.K. 112,63.19 90,47.88
(b) Sale of materials/sale of products:
GlaxoSmithKline Trading Services Limited, Ireland 18.54 21.87
(c) Intangible assets:
GlaxoSmithKline Services Unlimited, U.K. 9,45.00 49,66.22
(d) Expenses recharged to other companies:
Glaxo Group Limited, U.K. 70.55 -
GlaxoSmithKline Intellectual Property Limited 1,30.63 -
GlaxoSmithKline Pharmaceuticals S.A., Belgium 76.90 -
GlaxoSmithKline Export Limited, U.K. 8,27.67 -

March 31, 2019 March 31, 2018
GlaxoSmithKline Consumer Healthcare Limited, India 11,17.11 -
GlaxoSmithKline Biologicals S.A., Belgium 11,52.43 -
GlaxoSmithKline Research & Development Ltd, U.K. 23.25 -
Glaxo Operations UK Limited, U.K 5,15.34 7,03.55
GlaxoSmithKline Trading Services Limited, Ireland 4,52.24 5,28.74
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria 3,56.65 3,61.37
(e) Expenses recharged by other companies:
GlaxoSmithKline Consumer Healthcare Limited, India 31,69.02 23,19.62
GlaxoSmithKline Services Unlimited, U.K. 4,35.93 -
Glaxo Operations UK Limited, U.K 2,22.40 -
GlaxoSmithKline Trading Services Limited, Ireland 1,41.32 -
SmithKline Beecham Limited, U.K. 11.02 -
(f) Manufacturing charges recovered:
(g) Consignment sales commission received:
GlaxoSmithKline Asia Private Limited, India - 13.17
(h) Clinical research and data management recoveries:
GlaxoSmithKline Asia Private Limited, India 24.43 -
GlaxoSmithKline Services Unlimited, U.K. 11.60 -
GlaxoSmithKline Research & Development Ltd, U.K. 1,81.50 17,55.92
(i) Central Value Added Tax credits availed on behalf of a related party
(net):
GlaxoSmithKline Asia Private Limited, India - 1,63.58
(j) Liabiities written back
GlaxoSmithKline Asia Private Limited, India 23,14.00 -
(k) Employee benefit liabilities transferred to a related party:
GlaxoSmithKline Asia Private Limited, India 12.52 1.41

(` in lakhs)
As at
March 31, 2019
(l) Outstanding receivables at the period end :
GlaxoSmithKline Asia Private Limited, India 2,13.50
GlaxoSmithKline Consumer Healthcare Limited, India 60,96.98
GlaxoSmithKline Biologicals S.A., Belgium 50.55
GlaxoSmithKline Export Limited, U.K. 36.22
GlaxoSmithKline Research & Development Ltd, U.K. 11.12
GlaxoSmithKline Trading Services Limited, Ireland 19.17
GlaxoSmithKline Services Unlimited, U.K. 1,02.53
Glaxo Operations UK Limited, U.K. 1,07.31
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria 28.22
GlaxoSmithKline Pharmaceuticals S.A., Belgium 16.58
(` in lakhs)
As at
March 31, 2019
(m) Outstanding payables at the period end :
Biddle Sawyer Limited 40.51
GlaxoSmithKline South Africa (Pty) Ltd, South Africa 87.13
GlaxoSmithKline Biologicals S.A., Belgium 34,02.00
GlaxoSmithKline Export Limited, U.K. 24,07.67
Stiefel India Private Limited, India 2,46.59
(` in lakhs)
As at
March 31, 2018
(n) Outstanding (payables)/receivables at the period end (net):
GlaxoSmithKline Asia Private Limited, India (25,01.26)
SmithKline Beecham Limited, U.K. (48.83)
GlaxoSmithKline Biologicals S.A., Belgium (128,63.14)
GlaxoSmithKline Export Limited, U.K. (17,95.76)
GlaxoSmithKline Research & Development Ltd, U.K. 2,64.82
GlaxoSmithKline Services Unlimited, U.K. (47,24.46)
Chiron Behring Vaccines Private Ltd, India (62.53)
(iv) Details relating to persons referred to in item 1(iv) above:

(` in lakhs)
March 31, 2019 March 31, 2018
1 Remuneration/commission/sitting fees 29,75.30 24,81.72
2 Payments under the long-term incentive plan 3,63.74 1,11.71
3 Interest income on loans given - 0.15
(v) Disclosure in respect of material transactions with persons referred to in item 1(iv) above:
(` in lakhs)
March 31, 2019 March 31, 2018
(a) Remuneration/commission/sitting fees (Refer Note below):
Mr. A. Vaidheesh 5,75.19 6,01.16
Mr. A. Iyer (w.e.f. October 13, 2017) 3,23.29 1,14.09
Mr. R. Krishnaswamy 2,11.61 1,74.74
Ms. P. Thakur (w.e.f. January 1, 2018) 2,09.51 59.60
Mr. A. Aristidou (upto December 31, 2017) - 3,71.77
(b) Payments made during the year under the long-term incentive plan
(Refer Note below):
Mr. A. Vaidheesh 2,04.66 -
Ms. P. Thakur (w.e.f. January 1, 2018) 26.71 -
Mr. R. Bartaria (upto August 31, 2018) - 11.75
Mr. R. Krishnaswamy 48.36 24.96
Mr. S. Dheri 13.06 11.75
Mr. K. Hazari (upto May 31, 2018) - 21.66
(c) Interest income on loans given:
Mr. S. Dheri - 0.15
Note: Amounts are not comparable as they pertain to part of the year and/ or are recorded on cash payment
basis.
NOTE 53 : SHARE-BASED PAYMENT ARRANGEMENTS

Restricted Share Awards (RSAs)
Certain employees of the Company are entitled to receive cash settled stock based awards (‘awards’) pursuant to employee
share schemes (‘scheme’) administered by GlaxoSmithKline Plc. (‘Plc’).
Under this plan, certain employees are granted cash settled RSAs at no cost, which entitle them to receive cash equivalent
to the stock price of the Plc’s shares listed at London stock exchange after two and a half to three year vesting period during
which the employee has to remain in continuous employment with the Company. These RSA’s do not give any voting rights or
the right to accrue dividends.
The fair value of these awards is determined based on the closing share price on the day of grant, after deducting the expected
future dividend yield of 5.2% (Previous Year – 4.8%) over the duration of the award.

Reconciliation of RSAs
Number of RSA
As at April 1, 2017 100,908
Granted 75,170
Exercised * (17,340)
Cancelled (1,280)
As at March 31, 2018 157,458
Granted 98,462
Cancelled (20,847)
As at March 31, 2019 139,839
*The weighted average share price at the date of exercise of the awards exercised during the year ended March 31, 2019 was
GBP 15.97 (March 31, 2018 GBP 12.95)
Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in the Statement of Profit and Loss as part of
employee benefit expense were as follows:
(` in lakhs)
March 31, 2019 March 31, 2018
Restricted Share Awards (RSAs) 7,74.56 7,35.04
Carrying amount of liability

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Carrying amount of liability included in long term incentive plan (Notes 21 and 25) 8,13.64 9,86.36
NOTE 54 : EVENT OCCURRING AFTER BALANCE SHEET DATE

The Board of Directors has recommended Equity dividend of ` 20.00 per share for the year ended March 31, 2019 (March 31,
2018: ` 17.50 per share retrospectively adjusted for September 2018 bonus issue) (Refer Note 50 (b)).
NOTE 55
Previous year figures have been regrouped / reclassified wherever necessary.
NOTE 56: APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the Board of Directors on May 20, 2019.
For and on behalf of the Board of Directors

R. S. Karnad Chairperson DIN: 00008064
P. Thakur CFO & Executive Director DIN: 07971789
D. Sundaram Audit Committee Chairman DIN: 00016304
Mumbai, May 20, 2019

FORM NO. AOC.1

Statement containing salient features of the financial statement
of subsidiaries / associate companies / joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts ` in lakhs)
1. Name of the subsidiary: Biddle Sawyer Limited
2. Reporting period for the subsidiary concerned, if different from the holding company's reporting period: Same Reporting period as of
Holding Company
3. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of
foreign subsidiaries: NA
4. Share capital: 96.00
5. Reserves & surplus: 2100.76
6. Total assets: 2707.95
7. Total Liabilities: 511.19
8. Investments: Nil
9. Turnover: Nil
10. Profit/(Loss) before taxation: (409.55)
11. Provision for taxation: 106.95
12. Profit/(Loss) after taxation: (302.60)
13. Proposed Dividend: Nil
14. % of shareholding: 100%
Notes: The following information shall be furnished at the end of the statement: Not Applicable
1. Names of subsidiaries which are yet to commence operations
2. Names of subsidiaries which have been liquidated or sold during the year.
Part "B": Associates and Joint Ventures : Not Applicable

150 Biddle Sawyer Limited
BIDDLE SAWYER LIMITED

DIRECTOR’S REPORT TO THE MEMBERS b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
The Directors have pleasure in submitting their 73 Report for the year ended
rd
prudent so as to give a true and fair view of the state of affairs of the
31st March 2019. Company as at 31st March 2019 and of the profit or loss of the Company
for that period;
FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2019
c) the Directors had taken proper and sufficient care for the maintenance
` in Lakhs of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
31st March 31st March d) the Directors have prepared the annual accounts for the financial year
2019 2018 ended 31st March 2019 on a going concern basis;
Revenue from Operations - (23.24) e) the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
Profit / (Loss) before Tax (409.55) (161.83) and operating effectively.
Provision for Tax - - OTHER MANDATORY DISCLOSURES
Deferred Tax Charge / (credit) (106.95) (35.64) • The Board of Directors met 5 (Five) times during the financial year 2018-19.
Net Profit for the year (302.60) (126.19) • As on 31st March 2019, the Company did not have any Subsidiary / Joint
Opening Surplus brought forward 2403.36 2529.55 Venture / Associate Company.
Closing Surplus carried forward 2100.76 2403.36 • In terms of provisions of Section 92(3) of the Companies Act, 2013, an
extract of Annual Return in prescribed format is annexed to this Report as
State of Company Affairs Annexure1.
During the year under review, your Company has earned income from interest • The Company has not granted any loans, provided guarantees or made
on fixed deposits ` 83.47 Lacs (previous year ` 102.35 Lacs) and generated investments pursuant to the provisions of Section 186 of the Companies
income from sale of brands of ` 69.03 Lacs (previous year Rs. Nil). Company Act, 2013, during the financial year 2018-19.
has not generated any revenue from operations during the year and has written • There were no material changes and commitments affecting the financial
off assets no longer realisable of ` 450.00 Lacs (Previous Year ` Nil). position of the Company between the end of financial year and the date
of this Report.
DIVIDEND
• Your Company has not accepted any deposits from the public during the
The Directors do not recommend any dividend for the year ended 31st March year under review.
2019.
• There were no materially significant related party transactions made with
AUDITORS AND AUDITOR’S REPORT the Promoters, Directors or Key Managerial Personnel which may have a
potential conflict of Interest of the Company at large.
Members are requested to re-appoint Cornelius and Davar, Chartered
• No details as required under the provisions of Rule 5(2) and 5(3) of the
Accountants, as the Auditors of the Company for the ensuing year and fix their
Companies (Appointment and Remuneration of Managerial Personnel)
remuneration.
Rules, 2014, are given, as there are no employees drawing remuneration
The notes on financial statements referred to in the Auditors Report are self- in excess of the prescribed limits.
explanatory and do not call for any further comments and explanations. The • There are no significant and material orders passed by the regulators or
Auditors’ Report does not contain any qualification, reservation or adverse courts or tribunals impacting the going concern status and company’s
remark. operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL • The Company is 100 % subsidiary of GlaxoSmithKline Pharmaceuticals
Limited (“Parent Company”) and all policies including Vigil Mechanism,
During the year under review, Mr. Ronald Sequeira resigned as Director of the Risk Management Policy and Internal Financial Control have been
Company with effect from 31st December 2018. adopted on lines of parent Company.
In terms of the provisions of the Companies Act, 2013, Mr. Annaswamy • The Company does not have any manufacturing plant or office so
Vaidheesh retires from the Board of Directors of the Company by rotation and Conservation of Energy & Technology Absorption is not applicable and
being, eligible, has offered himself for re-appointment at the ensuing Annual Company does not have any Foreign exchange earnings and Foreign
General Meeting. Exchange outgo for the financial year 2018-19.
The Notice convening the forthcoming Annual General Meeting includes the ACKNOWLEDGEMENT
proposal for reappointment of aforesaid Director.
The Board wishes to place on record its gratitude for the assistance and
None of the Directors are disqualified for appointment / re-appointment under co-operation received from Government, Banks, Authorities, Customer’s,
Section 164 of the Companies Act, 2013. Vendors and to all its Members for the trust and confidence reposed in the
Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013,
Annaswamy Vaidheesh
your Directors confirm that:
Chairman
a) in the preparation of the annual accounts for the financial year ended
31st March 2019 the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ANNEXURE 1
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : U51900MH1948PLC006218
Registration Date : March 13, 1948
Name of the Company : BIDDLE SAWYER LIMITED
Category / Sub-Category of the Company : Company Limited By Shares / Indian Non-Government Company
Address of the Registered office and contact details : 252, Dr. Annie Besant Road Mumbai 400030
Whether listed company : No
Name, Address and Contact : NA
details of Registrar and Transfer Agent, if any:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated: -
Sr. No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the company
1 Pharmaceuticals 21002 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. No. Name and address of the Company CIN / GLN Holding / subsidiary / associate % of shares held Applicable section
1 GLAXOSMITHKLINE L24239MH1924PLC001151 Holding 100 2(87)
PHARMACEUTICALS LIMITED
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning No. of Shares held at the end of the % Change
of the year [as on 1st April 2018] year [as on 31st March 2019] during the
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares Shares
A. Promoters
(1) Indian - - - - - - - - -
a) Individual/ HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - 96000 960000 100 - 96000 960000 100 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total (A)(1) - - - - - - - - -
(2) Foreign
Sub-total(A)(2) - - - - - - - - -
Total shareholding of Promoter (A)=A1+A2 - 96000 960000 100 - 96000 960000 100 -
B. Public Shareholding
1. Institutions
Sub-total (B)(1):- - - - - - - - - -
2. Non-Institutions
Sub-total (B)(2):- - - - - - - - - -
Total Public Shareholding (B)=(B)(1)+ (B)(2) - - - - - - - - -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) - 96000 960000 100 - 96000 960000 100 -
(ii) Shareholding of Promoters
Sr. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. No. of % of total % of Shares No. of % of total % of Shares shareholding
Shares Shares of the Pledged / Shares Shares of the Pledged / during the
company encumbered to company encumbered to year
total shares total shares
1 GlaxoSmithKline 960000 100 0 960000 100 0 NIL
Total 960000 100 0 960000 100 0 NIL
(iii) Change in Promoters’ Shareholding (please specify, if there is no change): There is no change in promoters holding

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. Top Ten Shareholders Shareholding at the beginning Cumulative shareholding during the
No. of the year- 1st April, 2018 year 31st March 2019
No. of shares % of total shares No. of shares % of total shares of
of the company the company
1. GlaxoSmithKline Pharmaceuticals Limited (Holding Company)
At the beginning of the year 959994 99.99
Date wise Increase / Decrease in Share holding during the year Nil Nil
specifying the reasons for increase / decrease Nil Nil
At the End of the year 959994 99.99 959994 99.99
2. Annaswamy Vaidheesh with
GlaxoSmithKline Pharmaceuticals Ltd
Date wise Increase / Decrease in Shareholding during the year 0.00 0.00
specifying the reasons for increase / decrease
3. Raju Krishnaswamy jointly with
4. Ronald Sequeira jointly with GlaxoSmithKline Pharmaceuticals Ltd
5 Ajay Nadkarni jointly with GlaxoSmithKline Pharmaceuticals Ltd
6 Puja Thakur jointly with GlaxoSmithKline Pharmaceuticals Ltd
Date wise Increase / Decrease in Shareholding during the year 0 0.00
7 Rohan Mota jointly with GlaxoSmithKline Pharmaceuticals Ltd
Date wise Increase / Decrease in Shareholding during the year 0 0.00
(v) Shareholding of Directors and Key Managerial Personnel:
Sr. Name of the Director / KMP Shareholding at the beginning Cumulative shareholding during
No. of the year the year
1st April 2018 31st March 2019
No. of % of total shares No. of % of total shares
shares of the company shares of the company
1 Annaswamy Vaidheesh with 1 0.00 1 0.00
2 Raju Krishnaswamy jointly with 1 0.00 1 0.00
3 Puja Thakur jointly with 1 0.00 1 0.00
4 Rohan Mota jointly with 1 0.00 1 0.00
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. A. Remuneration to Managing Director, Executive Directors and/or Manager: NIL
B. Remuneration of other directors: NIL
C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: NIL
VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties, punishment or compounding of offences during the year ended 31st March 2019.
A. Vaidheesh P. Thakur
Mumbai, 15th May 2019 DIN: 01444303 DIN: 07971789
INDEPENDENT AUDITORS’ REPORT • Obtain an understanding of internal financial controls relevant to the
To the Members of Biddle Sawyer Limited audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible
Report on the Audit of the Ind AS Financial Statements for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness
Opinion of such controls.
We have audited the accompanying Ind AS financial statements of Biddle
• Evaluate the appropriateness of accounting policies used and the
Sawyer Limited (“the Company”), which comprise the Balance Sheet as at 31st
reasonableness of accounting estimates and related disclosures made
March, 2019, the Statement of Profit and Loss, statement of changes in equity
by management.
and cash flows for the year then ended, and notes to the financial statements,
including a summary of the significant accounting policies and other explanatory • Conclude on the appropriateness of management’s use of the going
information. concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that
In our opinion and to the best of our information and according to the explanations
may cast significant doubt on the Company’s ability to continue as a going
given to us, the aforesaid Ind AS financial statements give the information
concern. If we conclude that a material uncertainty exists, we are required
required by the Companies Act, 2013 (“the Act”) in the manner so required and
to draw attention in our auditor’s report to the related disclosures in the Ind
give a true and fair view in conformity with the accounting principles generally
AS financial statements or, if such disclosures are inadequate, to modify
accepted in India, of the state of affairs of the Company as at March 31, 2019,
our opinion. Our conclusions are based on the audit evidence obtained up
and its loss, changes in equity and its cash flows for the year ended on that date.
to the date of our auditor’s report. However, future events or conditions may
Basis for Opinion cause the Company to cease to continue as a going concern.
We conducted our audit of the Ind AS financial statements in accordance with • Evaluate the overall presentation, structure and content of the Ind AS
the Standards on Auditing specified under section 143(10) of the Act (SAs). financial statements, including the disclosures, and whether the Ind AS
Our responsibilities under those Standards are further described in the Auditor’s financial statements represent the underlying transactions and events in
Responsibilities for the Audit of the Ind AS Financial Statements section of our a manner that achieves fair presentation.
report. We are independent of the Company in accordance with the Code of
Materiality is the magnitude of misstatements in the Ind AS financial statements
Ethics issued by the Institute of Chartered Accountants of India (ICAI) together
that, individually or in aggregate, make it probable that the economic decisions
with the ethical requirements that are relevant to our audit of the Ind AS financial
of a reasonably knowledgeable user of the financial statements may be
statements under the provisions of the Act and the Rules made thereunder,
influenced. We consider quantitative materiality and qualitative factors in (i)
and we have fulfilled our other ethical responsibilities in accordance with these
planning the scope of our audit work and in evaluating the results of our work;
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
and (ii) to evaluate the effect of any identified misstatements in the financial
we have obtained is sufficient and appropriate to provide a basis for our audit
statements.
opinion on the Ind AS financial statements.
We communicate with those charged with governance regarding, among other
Management’s Responsibility for the Ind AS Financial Statements matters, the planned scope and timing of the audit and significant audit findings,
The Company’s Board of Directors is responsible for the matters stated in including any significant deficiencies in internal control that we identify during
section 134(5) of the Act with respect to the preparation of these Ind AS financial our audit.
statements that give a true and fair view of the financial position, financial
We also provide those charged with governance with a statement that we
performance, total comprehensive income, changes in equity and cash flows
have complied with relevant ethical requirements regarding independence,
of the Company in accordance with the Ind AS and other accounting principles
and to communicate with them all relationships and other matters that may
generally accepted in India. This responsibility also includes maintenance of
reasonably be thought to bear on our independence, and where applicable,
adequate accounting records in accordance with the provisions of the Act for
related safeguards.
safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting From the matters communicated with those charged with governance, we
policies; making judgments and estimates that are reasonable and prudent; and determine those matters that were of most significance in the audit of the Ind
design, implementation and maintenance of adequate internal financial controls, AS financial statements of the current period and are therefore the key audit
that were operating effectively for ensuring the accuracy and completeness of matters. We describe these matters in our auditor’s report unless law or
the accounting records, relevant to the preparation and presentation of the Ind regulation precludes public disclosure about the matter or when, in extremely
AS financial statements that give a true and fair view and are free from material rare circumstances, we determine that a matter should not be communicated in
misstatement, whether due to fraud or error. our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication
In preparing the Ind AS financial statements, management is responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as Report on Other Legal and Regulatory Requirements
applicable, matters related to going concern and using the going concern basis
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the
of accounting unless management either intends to liquidate the Company or to
Order”) issued by the Central Government of India in terms of Section
cease operations, or has no realistic alternative but to do so.
143(11) of the Act, we give in the Annexure A, a statement on the matters
The Board of Directors are responsible for overseeing the Company’s financial specified in paragraph 3 and 4 of the said order.
reporting process.
2. As required by Section 143(3) of the Act, we report that:
Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements a. We have sought and obtained all the information and explanations
Our objectives are to obtain reasonable assurance about whether the Ind AS which to the best of our knowledge and belief were necessary for
financial statements as a whole are free from material misstatement, whether the purposes of our audit;
due to fraud or error, and to issue an auditor’s report that includes our opinion.
b. In our opinion, proper books of account as required by law
Reasonable assurance is a high level of assurance, but is not a guarantee
have been kept by the Company so far as it appears from our
that an audit conducted in accordance with SAs will always detect a material
examination of those books;
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably c. The Balance Sheet, the Statement of Profit and Loss, the cash flow
be expected to influence the economic decisions of users taken on the basis of statement and statement of changes in equity dealt with by this
these Ind AS financial statements. Report are in agreement with the relevant books of account;
As part of an audit in accordance with SAs, we exercise professional judgment d. In our opinion, the aforesaid Ind AS financial statements comply
and maintain professional skepticism throughout the audit. We also : with the Accounting Standards specified under section 133 of the
Act, read with rule 7 of the Companies (Accounts) Rules, 2014 and
• Identify and assess the risks of material misstatement of the Ind AS
the Companies (Accounting Standards) Amendment Rules, 2016;
financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that e. On the basis of the written representations received from the
is sufficient and appropriate to provide a basis for our opinion. The risk of directors as on 31st March, 2019 taken on record by the Board of
not detecting a material misstatement resulting from fraud is higher than for Directors, none of the directors is disqualified as on 31st March,
one resulting from error, as fraud may involve collusion, forgery, intentional 2019 from being appointed as a director in terms of Section 164(2)
omissions, misrepresentations, or the override of internal control. of the Act;

f. With respect to the adequacy of the internal financial controls over (iii) There were no amounts which were required to be
financial reporting of the Company and the operating effectiveness transferred to the Investor Education and Protection Fund
of such controls, refer to our separate report in ‘Annexure B’ ; and by the Company.
g. With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit For CORNELIUS & DAVAR
and Auditors) Rules, 2014, in our opinion and to the best of our
CHARTERED ACCOUNTANTS
information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations RUSTOM D. DAVAR
on its financial position in its Ind AS financial statements – (PROPRIETOR)
Refer Note 17 to the Ind AS financial statements; MEMBERSHIP NO.F.10620
(ii) The Company did not have any long-term contracts
including derivative contracts for which there were any Place: MUMBAI
material foreseeable losses; and Date: May 15, 2019
ANNEXURE – A TO THE AUDITORS’ REPORT

The Annexure referred to in Independent Auditors’ Report to the members of (viii) According to the books of accounts and records of the Company, the
the Company on the financial statements for the year ended 31st March 2019, Company has not taken any loan either from financial institutions or from
we report that: the government and has not issued any debentures till 31st March, 2019.
(i) (a) The company has maintained proper records showing full Accordingly, paragraph 3 (viii) of the Order is not applicable.
particulars, including quantitative details and situation of fixed
assets; (ix) According to the information and explanations given to us and based on
our examination of the records of the Company, the Company has not
(b) Fixed assets have been physically verified by the management
during the year and no material discrepancies have been noticed raised any moneys by way of Initial Public Offer or Further Public Offer
on such verification; including debt instruments and term loans during the year. Accordingly,
(c) According to the information and explanations given to us and on the provisions of clause 3 (ix) of the Order are not applicable to the
the basis of our examination of the records of the Company, the Company.
title deeds of immovable properties included in investment property
(x) Based upon the audit procedures performed for the purpose of reporting
are held in the name of the company.
the true and fair view of the financial statements and according to the
(ii) The Company does not have any physical inventories in the current information and explanations given by the management, we report that
financial year. Accordingly, reporting under clause 3(ii) of the Order is not
no fraud by the company or any fraud on the Company by its officers or
applicable to the Company;
employees has been noticed or reported during the course of our audit;
(iii) According to the information and explanations given to us, the company
has not granted any loans, secured or unsecured to companies, firms, (xi) According to the information and explanations given to us and based
Limited Liability Partnerships or other parties covered in the register on our examination of the records of the Company, no managerial
maintained under section 189 of the Companies Act, 2013. Therefore, remuneration has been paid or provided by the company;
the provision of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are
not applicable to the Company; (xii) In our opinion, and to the best of our information and according to
(iv) In our opinion and according to the information and explanation given to the explanations given to us, the Company is not a nidhi company.
us, there are no loans, investments, guarantees and securities granted in Accordingly, paragraph 3(xii) of the Order is not applicable and hence not
respect of which provisions of section 185 and 186 of the Companies Act, commented upon;
2013 are applicable and hence not commented upon;
(xiii) According to the information and explanations given to us and based on
(v) In our opinion and according to the information and explanations given to our examination of the records of the Company, transactions with the
us, the Company has not accepted any deposits within the provisions of related parties are in compliance with section 177 and 188 of Companies
section 73 to 76 or any other relevant provisions of the Companies Act,
Act, 2013 where applicable and the details have been disclosed in the
2013.Therefore, the provisions of paragraph 3(v) of the said Order are not
applicable to the Company; financial statements as required by the applicable Indian Accounting
Standards (Ind AS) 24;
(vi) In our opinion and according to the information and explanations given to
us, the provisions of maintenance of cost records specified by the central (xiv) According to the information and explanations given to us and based
government under sub - section (1) of section 148 of the Companies Act, on our examination of the records of the Company, the Company has
2013 mentioned in clause (VI) of paragraph 3 of the Order are not applicable. not made any preferential allotment or private placement of shares or
(vii) (a) he company is regular in depositing undisputed statutory dues
T fully or partly convertible debentures during the year under review and
including provident fund, employees’ state insurance, income- hence, reporting requirements under clause 3(xiv) are not applicable to
tax, duty of customs, Goods and Service Tax, cess and any other the company and hence not commented upon;
statutory dues applicable to it;
(b) According to the information and explanations given to us, no (xv) According to the information and explanations given to us and based on
undisputed amounts payable in respect of provident fund, our examination of the records of the Company, the Company has not
employees’ state insurance, income-tax, duty of customs, Goods entered into non-cash transactions with directors or persons connected
and Service Tax, cess and other material statutory dues were with him. Accordingly, paragraph 3 (xv) of the Order is not applicable;
outstanding, at the year end, for a period of more than six months
from the date they became payable; (xvi) According to the information and explanations given to us, the provisions
of section 45-1A of the Reserve Bank of India Act, 1934 are not applicable
(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, service tax, duty of custom, duty of excise, to the Company.
value added tax, Goods and Service Tax and cess on account of
any dispute, are as follows: For CORNELIUS & DAVAR
Name of the Nature of Amount Period to which Forum where CHARTERED ACCOUNTANTS
statute dues (ìn ’000) the amount dispute is
relates pending RUSTOM D. DAVAR
West Bengal Sales Tax 19,96.00 Assessment Jt. (PROPRIETOR)
Value Added Tax Year 2009-2010 Commissioner MEMBERSHIP NO.F.10620
Income Tax Act, TDS 22.10 Assessment TDS - CPC Place: MUMBAI
1961 Default Year 2007-2008 Date: May 15, 2019
ANNEXURE – B TO THE AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Meaning of Internal Financial Controls Over Financial Reporting
Section 143 of the Companies Act, 2013 (“the Act”). A company’s internal financial control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
We have audited the internal financial controls over financial reporting of Biddle
reporting and the preparation of financial statements for external purposes
Sawyer Limited (“the Company”) as of March 31, 2019 in conjunction with our
in accordance with generally accepted accounting principles. A company’s
audit of the financial statements of the Company for the year ended on that date.
internal financial control over financial reporting includes those policies and
Management’s Responsibility for Internal Financial Controls procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
The Company’s management is responsible for establishing and maintaining
assets of the company; (2) provide reasonable assurance that transactions
internal financial controls based on the internal control over financial reporting
are recorded as necessary to permit preparation of financial statements in
criteria established by the Company considering the essential components
accordance with generally accepted accounting principles, and that receipts
of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered and expenditure of the company are being made only in accordance with
Accountants of India. These responsibilities include the design, implementation authorisations of management and directors of the company; and (3) provide
and maintenance of adequate internal financial controls that were operating reasonable assurance regarding prevention or timely detection of unauthorised
effectively for ensuring the orderly and efficient conduct of its business, including acquisition, use, or disposition of the company’s assets that could have a
adherence to company’s policies, the safeguarding of its assets, the prevention material effect on the financial statements.
and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, Inherent Limitations of Internal Financial Controls Over Financial Reporting
as required under the Companies Act, 2013. Because of the inherent limitations of internal financial controls over financial
reporting including the possibility of collusion or improper management override
Auditor’s Responsibility of controls, material misstatements due to error or fraud may occur and not be
Our responsibility is to express an opinion on the Company’s internal financial detected. Also, projections of any evaluation of the internal financial controls
controls over financial reporting based on our audit. We conducted our audit in over financial reporting to future periods are subject to the risk that the internal
accordance with the Guidance Note on Audit of Internal Financial Controls Over financial control over financial reporting may become inadequate because of
Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as changes in conditions, or that the degree of compliance with the policies or
prescribed under section 143(10) of the Companies Act, 2013, to the extent procedures may deteriorate.
applicable to an audit of internal financial controls and, both issued by the
Institute of Chartered Accountants of India. Those Standards and the Guidance Opinion
Note require that we comply with ethical requirements and plan and perform the In our opinion, the Company has, in all material respects, an adequate internal
audit to obtain reasonable assurance about whether adequate internal financial financial controls system over financial reporting and such internal financial
controls over financial reporting was established and maintained and if such controls over financial reporting were operating effectively as at March 31, 2019,
controls operated effectively in all material respects. based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the
Our audit involves performing procedures to obtain audit evidence about the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
adequacy of the internal financial controls system over financial reporting
issued by the Institute of Chartered Accountants of India.
and their operating effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of internal financial
For CORNELIUS & DAVAR
controls over financial reporting, assessing the risk that a material weakness
CHARTERED ACCOUNTANTS
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material RUSTOM D. DAVAR
misstatement of the financial statements, whether due to fraud or error. (PROPRIETOR)
MEMBERSHIP NO.F.10620
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the internal financial controls system Place: MUMBAI
over financial reporting. Date: May 15, 2019

BALANCE SHEET AS AT 31ST MARCH, 2019 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED
MARCH 31, 2019
` in Lakhs
Note No. As at March As at March ` in Lakhs
31, 2019 31, 2018 Note No. For the For the
ASSETS year ended year ended
Non-current assets March 31, March 31,
Investment properties 2 2.08 2.08 2019 2018
Financial assets Revenue from Operations 19 - (23.24)
(i) Loans 3 40.83 40.83 Other Income 20 83.88 1,02.35
Current tax assets (net) 4,75.17 4,66.82 Total income 83.88 79.11
Expenses
Deferred tax assets (net) 1,74.09 67.14
Cost of materials consumed 21 4,50.00 54.80
Other non-current assets 4 1,41.45 95.50
Changes in inventories of work- 22 - 1.27
8,33.62 6,72.37
in-progress, stock-in-trade and
Current assets finished goods
Financial Assets Other expenses 23 1,12.46 1,84.87
(i) Cash and cash 5 99.78 1,70.52 Total expenses 5,62.46 2,40.94
equivalents Profit/(loss) before exceptional (4,78.58) (1,61.83)
(ii) Bank balances other than 6 15,01.45 15,01.45 items and tax
(i) above Exceptional items 26 69.03 -
(iii) Other financial assets 7 34.02 48.37 Profit/(loss) before tax (4,09.55) (1,61.83)
Other current assets 8 2,39.08 6,42.79 Income tax expenses
18,74.33 23,63.13 Current tax 27 - -
TOTAL ASSETS 27,07.95 30,35.50 Deferred tax 27 (1,06.95) (35.64)
EQUITY AND LIABILITIES Profit (Loss) for the period (3,02.60) (1,26.19)
Equity Other Comprehensive Income
Equity share capital 9 96.00 96.00 Items that will not be reclassified to
Other Equity 10 21,00.76 24,03.36 profit or loss
Total equity 21,96.76 24,99.36 Remeasurements of defined - -
benefit liability (asset)
LIABILITIES
Income tax relating to items - -
that will not be reclassified to
Financial liabilities profit or loss
(i) Other financial liabilities 11 1.35 1.35 Total Comprehensive Income for (3,02.60) (1,26.19)
Provisions 12 1,25.33 1,25.33 the period (Comprising Profit (Loss)
1,26.68 1,26.68 and Other Comprehensive Income
Current liabilities for the period)
Financial liabilities Profit attributable to:
Owners of the Company (3,02.60) (1,26.19)
(i) Trade payables 13 3,25.87 3,60.40
(ii) Other financial liability 14 10.00 -
attributable to:
Other current liabilities 15 1.33 1.75
Owners of the Company (3,02.60) (1,26.19)
Provisions 16 47.31 47.31
Earnings per equity share 24 (31.52) (13.14)
3,84.51 4,09.46 Basic and diluted earnings per
TOTAL EQUITY AND LIABILITIES 27,07.95 30,35.50 share
Significant Accounting Policies & Notes on Accounts The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of the Board As per our report of even date For and on behalf of the Board
attached attached
For CORNELIUS & DAVAR Annaswamy Vaidheesh Puja Thakur For CORNELIUS & DAVAR Annaswamy Vaidheesh Puja Thakur
CHARTERED ACCOUNTANTS Chairman Director CHARTERED ACCOUNTANTS Chairman Director
DIN: 01444303 DIN: 07971789 DIN: 01444303 DIN: 07971789
RUSTOM D. DAVAR Rohan Mota RUSTOM D. DAVAR Rohan Mota
(PROPRIETOR) Company Secretary (PROPRIETOR) Company Secretary
Membership No. F10620 ACS 38473 Membership No. F10620 ACS 38473
Place : Mumbai Place : Mumbai
Date: May 15, 2019 Date: May 15, 2019
STATEMENT OF CHANGES IN EQUITY

` in Lakhs
(a) Equity share capital As at March 31, 2019 As at March 31, 2018
No. of Shares Amount No. of Shares Amount
Balance at the beginning of the reporting period 960,000 96,00 960,000 96,00
Changes in equity share capital during the year - - - -
Balance at the end of the reporting period 960,000 96,00 960,000 96,00
(b) Other Equity

Particulars Reserves and Surplus Items of Other Total Equity
comprehensive
income
Capital reserve General reserve Retained Remeasurements
Earnings of the net defined
benefit Plans
Balance at 1 April 2018 2.91 10,06.01 13,94.44 - 24,03.36
Total Comprehensive
Profit/(loss) for the year - - (3,02.60) - (3,02.60)
Other Comprehensive Income for the year - - - -
Dividend on Equity Shares - - - - -
Dividend Distribution Tax - - - - -
Balance at the end of the reporting period March 31, 2019 2.91 10,06.01 10,91.84 - 21,00.76
Reserves and Surplus Items of Other Total Equity

comprehensive
income
Particulars Capital reserve General reserve Retained Remeasurements of
Earnings the net defined benefit
Plans
Balance at 1 April 2017 2.91 10,06.01 15,20.63 - 25,29.55
Total Comprehensive
Profit for the year - - (1,26.19) - (1,26.19)
Other Comprehensive Income for the year - - - - -
Dividend on Equity Shares - - - - -
Dividend Distribution Tax - - - - -
Balance at the end of the reporting period March 31, 2018 2.91 10,06.01 13,94.44 - 24,03.36
The accompanying notes are an integral part of these financial statements
As per our report of even date attached For and on behalf of the Board
For CORNELIUS & DAVAR Annaswamy Vaidheesh Puja Thakur
CHARTERED ACCOUNTANTS Chairman Director
DIN: 01444303 DIN: 07971789
RUSTOM D. DAVAR
(PROPRIETOR)
Membership No. F10620 Rohan Mota
Place : Mumbai Company Secretary
Date: May 15, 2019 ACS 38473

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019
` in Lakhs
Year Ended Year Ended
March 31, 2019 March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) before income tax and exceptional items (4,78.58) (1,61.83)
Adjustments for :
Interest income classified as investing cash flows (83.88) (1,02.35)
Decrease in Inventories - 31.60
Decrease in Trade receivables - 73.14
(Increase) in Other non-current assets (45.95) (28.08)
(Increase)/Decrease in Other current assets 4,03.71 (49.22)
Increase /(Decrease) in Trade payables (34.53) 59.89
(Decrease) / Increase in Other liabilities 9.58 (0.96)
Cash generated from operations (2,29.65) (1,77.81)
Income taxes paid (net of refunds) (8.35) (19.14)
Cash flow before exceptional items A (2,38.00) (1,96.95)
Exceptional items :
Sale of brands 69.03 -
Net cash inflow from operating activities (1,68.97) (1,96.95)
B. CASH FLOW FROM INVESTING ACTIVITIES
Improvements to Investment Property - -
Investment in bank deposits (having original maturity more than 3 months) - 1,50.00
Interest received 98.23 1,31.77
Net cash Inflow/(outflow) from investing activities B 98.23 2,81.77
Net increase in cash and cash equivalents (A + B) (70.74) 84.82
Cash and cash equivalents as at 1st April, 2018 (opening balance) 1,70.52 85.70
Cash and cash equivalents as at 31st March, 2019 (closing balance) 99.78 1,70.52
Net increase in cash and cash equivalents (70.74) 84.82
NOTES:
Balances with banks 99.78 1,70.52
Total cash and cash equivalents 99.78 1,70.52
The Cash Flow Statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard-7 on Cash Flow Statements issued by the
Institute of Chartered Accountants of India.
As per our report of even date attached For and on behalf of the Board
CHARTERED ACCOUNTANTS Chairman Director
DIN: 01444303 DIN: 07971789
RUSTOM D. DAVAR Rohan Mota
(PROPRIETOR) Company Secretary
Membership No. F10620 ACS 38473
Place : Mumbai
Date: May 15, 2019
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR d) Inventories

ENDED MARCH 31, 2019 Inventories are valued at lower of cost and net realisable value. Cost
is determined on first-in first-out basis. The cost of work-in-progress
1 Significant Accounting Policies: (other than those lying at third party manufacturing sites which is valued
a) Basis of Accounting at material cost) and finished goods comprises of raw materials, direct
labour, other direct costs and related production overheads, but excludes
The financial statements of the Company have been prepared in
interest expense. Net realisable value is the estimate of the selling price
accordance with Indian Accounting Standards (“Ind AS”) notified under
in the ordinary course of business, less the costs of completion and
the Companies (Indian Accounting Standards) Rules, 2015 and relevant
selling expenses.
provisions of the Companies Act, 2013 (“the Act”). The policies set out
below have been consistently applied during the years presented e) Revenue Recognition
The financial statements are presented in INR in Lakhs and all values Revenue from the sale of goods is recognised when the goods are delivered
are rounded to the nearest thousands (INR 000), except when otherwise and titles have passed, at which time all the following conditions are satisfied:
indicated. • the company is recognizing revenue as and when it satisfies the
performance obligation by transferring promised goods or services
b) Property, plant and equipment
to a customer and customer obtains control of the same;
Freehold land is carried at historical cost. All other items of property, plant
• the Company retains neither continuing managerial involvement to
and equipment are stated at historical cost less depreciation. Historical
the degree usually associated with ownership nor effective control
cost includes expenditure that is directly attributable to the acquisition of
over the goods sold;
the items.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable • it is probable that the economic benefits associated with the
that future economic benefits associated with the item will flow to the transaction will flow to the Company;
Company and the cost of the item can be measured reliably. The
• the costs incurred or to be incurred in respect of the transaction
carrying amount of any component accounted for as a separate asset
can be measured reliably.
is derecognised when replaced. All other repairs and maintenance are
charged to profit or loss during the reporting period in which they are Interest income
incurred.
Interest income is recorded using the Effective Interest Rate (EIR).
Depreciation is provided on the straight-line method over the estimated Interest income is included in other income in the statement of profit and
useful lives of the assets as per the rates prescribed under: loss.
Schedule II to the Companies Act, 2013 or re-assessed useful life based f) Foreign Currency transactions
on technical evaluation as under:
Items included in the Standalone Financial Statements of the Company
are measured using the currency of the primary economic environment
Factory Buildings 30 years in which the entity operates (‘the functional currency’). The Standalone
Other Buildings 60 years Financial Statements are presented in Indian rupee (INR), which is
Company’s functional and presentation currency.
Plant and Equipment 10 years
Foreign currency transactions are translated into the functional currency
Personal Computers and Laptops 3 to 5 years using the exchange rates at the dates of the transactions. Foreign
Other Computer Equipment 4 years exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities
Furniture and Fixtures 10 years denominated in foreign currencies at year end exchange rates are
generally recognised in profit or loss.
Office Equipment 5 years
Foreign exchange gains and losses are presented in the statement of
Vehicles 5 years
profit and loss on a net basis within other expenses/ other income.
Depreciation is provided pro-rata for the number of months availability
Non-monetary items that are measured at fair value in a foreign currency
for use. Depreciation on sale / disposal of assets is provided pro-rata up
are translated using the exchange rates at the date when the fair
to the end of the month of sale / disposal.
value was determined. Translation differences on assets and liabilities
An asset purchased where the actual cost does not exceed ` 5,000 is carried at fair value are reported as part of the fair value gain or loss.
depreciated at the rate of 100%. For example, translation differences on non monetary assets and
liabilities such as equity instruments held at fair value through profit
Gains and losses on disposals are determined by comparing proceeds
or loss are recognised in profit or loss as part of the fair value gain or
with carrying amount. These are recognised as income or expense in the
loss and translation differences on non-monetary assets such as equity
investments classified as FVOCI are recognised in other comprehensive
Advances given towards acquisition of Property, plant and equipment income. Non-monetary items that are measured based on historical cost
outstanding at each balance sheet date are disclosed as Capital Advance in a foreign currency are not translated.
under Other non current assets.
g) Research and Development
c) Investments and other financial assets
Capital expenditure on Research and Development is treated in the
The Company classifies its financial assets in the following measurement same way as expenditure on Fixed Assets.The revenue expenditure on
categories: Research and Development is written off in the year in which it is incurred.
- those to be measured subsequently at fair value (either through h) Provision for Retirement Benefits
other comprehensive income, or through profit or loss), and
The Company has its own Gratuity Fund recognised by the Income
- those measured at amortised cost. Tax authorities and the fund is administered through Trustees. The
Superannuation fund benefits is administered by a trust formed for this
The classification depends on the Company’s business model for
purpose through the Group Schemes of the Life Insurance Corporation of
managing financial assets and the contractual terms of the cash flows.
India, and the liability towards Superannuation is provided according to
For assets measured at fair value, gains and losses will either be recorded the rules of the Fund.
in profit or loss or other comprehensive income. For investments in
i) Taxes on Income
debt instruments, this will depend on the business model in which the
investment is held. For investments in equity instruments, this will depend Income tax expense represents the sum of the current tax and deferred
on whether the Company has made an irrevocable election at the time of tax.
initial recognition to account for the equity investment at fair value through
Current tax charge is based on taxable profit for the year. Taxable profit
other comprehensive income.
differs from profit as reported in the Statement of Profit and Loss because

some items of income or expense are taxable or deductible in different end, based on latest published data and current stated use, totals Rs
years or may never be taxable or deductible. The Company’s liability for 23,57.35 Lakhs for current year. Ready Reckoner rates are the prices
current tax is calculated using Indian tax rates and laws that have been of the residential property, land or commercial property for a given area
enacted by the reporting date. that is published and regulated by the respective State Governments as
a guide towards payment of stamp duty at the time of transaction. The
Current tax assets and liabilities are offset when there is a legally
Ready Reckoner is regarded as a gross value and does not represent the
enforceable right to set off current tax assets against current tax liabilities
underlying fair market value to the company.
and when they relate to income taxes levied by the same taxation authority.
The Company periodically evaluates positions taken in the tax returns ` in Lakhs
with respect to situations in which applicable tax regulations are subject For the For the
to interpretation and establishes provisions where appropriate. year ended year ended
Deferred tax is the tax expected to be payable or recoverable in the March 31, March 31,
future arising from temporary differences between the carrying amounts 2019 2018
of assets and liabilities in the Balance Sheet and the corresponding tax NOTE 3
bases used in the computation of taxable profit. It is accounted for using
Non current Financial assets - Loans
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets Sundry Deposits 14.27 14.27
are recognised to the extent that it is probable that taxable profits will be Advances recoverable 26.56 26.56
available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the 40.83 40.83
period when the liability is settled or the asset realised, based on tax rates
that have been enacted or substantively enacted by the reporting date. NOTE 4
Deferred income tax assets and liabilities are off-set against each other Other non-current assets
and the resultant net amount is presented in the Balance Sheet, if and
Balance with Government Authorities 1,41.45 95.50
only when the Company currently has a legally enforceable right to set-off
the current income tax assets and liabilities. 1,41.45 95.50
Current and deferred tax is recognised in profit or loss, except to the
extent that it relates to items recognised in other comprehensive income NOTE 5
or directly in equity. In this case, the tax is also recognised in other Cash and cash equivalents
Current account Balances with Banks 99.78 1,70.52
j) Other Accounting Policies
99.78 1,70.52
These are consistent with the generally accepted accounting principles.
2 Investment Property - As at March 31, 2019 NOTE 6

Bank balances other than cash and cash
` in Lakhs
equivalents
As at As at
March 31, March 31, Term deposit with original maturity period of 15,00.00 15,00.00
2019 2018 more than three months but less than twelve
months
Opening gross carrying amount/ Deemed 2.08 2.08 Term deposit with original maturity period of 1.45 1.45
cost more than twelve months but maturing within
next twelve
Additions (Improvements) - -
Deduction - - 15,01.45 15,01.45
Closing gross carrying amount 2.08 2.08
Accumulated Depreciation NOTE 7
Opening Accumulated Depreciation - - Current financial assets - Others
Depreciation charge - - Interest accured on investments/ deposits 34.02 48.37
Closing Accumulated Depreciation - - 34.02 48.37
Net carrying amount 2.08 2.08
NOTE 8
` in Lakhs
31-Mar-18 31-Mar-17 Other current assets
(i) Fair value Balance with Government Authorities 0.08 0.08

Investment properties 23,57.35 23,57.35 Sundry advances 1,92.72 6,42.71
Current account balances with group companies 46.28 -
Estimation of fair value
2,39.08 6,42.79
The company obtains independent valuations for its investment
properties at lease annually. The main inputs used for determining fair
values of investment properties are the rental growth rates, expected NOTE 9
vacancy rates, terminal yields and discount rates based on comparable Share capital
transactions and industry data.
Equity share capital 96.00 96.00
Description of valuation method used 96.00 96.00
The Company has a land site that have been considered as Investment
Property as it is not currently operational at present. In view of management, NOTE 10
the fair market value of the land site is not reliably measurable as there are
very few recent transactions of comparable composition of these properties Other Equity
in the market. Further, the fair market value will be subject to numerous General reserve 10,06.01 10,06.01
municipal deductions dependent upon the current use and intended use Capital reserve 2.91 2.91
of the property. Consequently, it is not possible to ascertain and disclose
the range of fair market value.The estimated Ready Reckoner at year Retained earnings 10,91.84 13,94.44
21,00.76 24,03.36
` in Lakhs 17 (II) DRUGS PRICES EQUALISATION ACCOUNT

For the For the The Company received a letter dated 20th/24th August, 1998 from the
year ended year ended Central Government demanding an amount of ` 4,40,79,918 comprising
March 31, March 31, ` 1,42,74,110 in respect of prices relating to Salbutamol formulations
2019 2018 during the period April, 1979 to December, 1983 with interest thereon
amounting to ` 2,98,05,808 upto 31st July, 1998. The Company had been
NOTE 11 legally advised that the demand of ` 1,42,74,110 is not sustainable and
Non current financial liabilities - Others it, therefore follows that the interest demand also cannot be sustained.
The total demand has been challenged by the Company in a Writ Petition
Security deposits received 0.63 0.63
filed in the Bombay High Court. The Bombay High Court has granted an
Other non-current financial liabilities 0.72 0.72 interim stay of the demand, subject to the Company depositing 50% of the
1.35 1.35 principal amount. Accordingly, the Company has deposited an amount
of ` 71,50,000 with the Government on 3rd May, 1999.This is a normal
interim order passed by the High court in such matters and does not in
NOTE 12 any way reflect upon the merits or otherwise of the case. The amount will
be refunded if the Company succeeds at the final hearing of the matter.
Non-current Provisions
The Government’s application in the Supreme Court praying that this writ
Drugs Prices Equalisation Account (refer note 71.24 71.24 petition be transferred to the Supreme Court from the Bombay High Court
17 (ii)) was not allowed and the Company’s writ petition will now be heard by the
Provision for pricing of formulation 54.09 54.09 Bombay High Court.
1,25.33 1,25.33 ` in Lakhs

As at As at
March 31, 2019 March 31, 2018
NOTE 13
18 SHARE CAPITAL
Trade and other payables
Authorised
Trade and other payables 3,25.87 3,60.40 1,500,000 (Previous year: 1,50.00 1,50.00
3,25.87 3,60.40 1,500,000) Equity Shares of
`10 each
ISSUED, SUBSCRIBED &
NOTE 14 PAID-UP:
Other current financial liabilities 960,000 (Previous year : 96.00 96.00
Security deposits received 10.00 - 960,000) Equity Shares of `10
each fully paid up
10.00 -
(of the above 750,000 ordinary
shares have been allotted as
NOTE 15 fully paid-up Bonus shares
by capitalisation of General
Other current liabilities Reserve)
Statutory dues 1.33 1.75 TOTAL 96.00 96.00
1.33 1.75 a) Shares held by holding
company
Equity Shares of ` 10 96.00 96.00
NOTE 16 each 960,000 (Previous
Current provisions year : 960,000) held by
GlaxoSmithKline
For others 47.31 47.31 Pharmaceuticals Limited, the
47.31 47.31 Holding Company
b) Reconciliation of the
` in Lakhs number of shares
For the For the Number ` In Number ` In
year ended year ended of Shares Lakhs of Shares Lakhs
March 31, March 31, Balance at the beginning of 960,000 96.00 960,000 96.00
2019 2018 the year
17 (I) CONTINGENT LIABILITIES Issued during the year - - - -
Claims against the Company not 18,52.05 17,36.96 Balance at the end of the year 960,000 96.00 960,000 96.00
acknowledged as debts c) Rights, preferences and restrictions attached to equity shares:
Income-tax matters 0.22 0.22 The company has only one class of equity shares having a par value
of `10/- per share. Each share holder of equity shares is entitled to one
Sales tax matters 19.96 19.96 vote per share. The company declares and pays dividends in Indian
Guarantee given by the Company to the 2,00.00 2,00.00 rupees. The dividend proposed by the Board of Directors is subject to
Customs Authorities the approval of the shareholders in the ensuing Annual General Meeting
except in case of interim dividend.
Based on the data obtained by 49.29 49.29
Government, it had directed the Company In the event of liquidation of the company, the holders of equity
to pay a tentative amount along with shares will be entitled to receive remaining assets of the company,
interest due thereon into the Drugs Prices after distribution of all preferential amounts. The distribution will be in
Equilisation Account (DPEA) under Drugs proportion to the number of equity shares held by the shareholders.
(Price Control) Order 1979, in respect d) Details of shareholders holding more than 5% shares in the company:
of Bulk Drug Amoxicillin Trihydrate, on Number of Shares Number of Shares
account of alleged unintended benefit GlaxoSmithKline 960,000 960,000
enjoyed by the Company. The Company Pharmaceuticals Limited, the
had filed its reply contending that no Holding Company
amount is payable into DPEA. {100%} {100%}

` in Lakhs ` in Lakhs
For the For the For the For the
year ended year ended year ended year ended
March 31, March 31, March 31, March 31,
2019 2018 2019 2018
19 Revenue from operations 24 EARNINGS PER SHARE
A. Sale of products (gross) Earnings per share
Sale of products - (23.25) Earnings per share is calculated by
dividing the profit attributable to the
- (23.25) equity shareholders by the weighted
B. Other operating revenue average number of equity shares
outstanding during the year. The numbers
Others - 0.01 used in calculating basic and
- 0.01 diluted earnings per equity share are as
stated below:
Total Revenue from operations - (23.24)
Profit after taxation (` Lakhs) (3,02.60) (1,26.19)
Weighted average number of shares (Nos) 960,000 960,000
20 Other income
Earnings per share (Basic and Diluted) - ` (31.52) (13.14)
Interest income 83.47 102.35
Face value per share - ` 10.00 10.00
Miscellaneous Income 0.41 -
83.88 102.35
25 SEGMENT REPORTING
The Company has only one segment namely pharmaceuticals; hence
21 Cost of materials consumed no separate disclosure of segment-wise information has been made.
Cost of materials consumed 4,50.00 54.80
(Current year comprises modvat not 26 Exceptional Items
recoverable written off)
Sale of Brands 69.03 -
69.03 -
22 Changes In Inventories Of Finished
Goods, Work-In-Progress and traded
goods 27 Tax expense
Opening stock (a) Amounts recognised in profit and loss
Finished goods - 1.27 Current income tax - -
Less: Closing stock Deferred tax
Finished goods - - Decrease (increase) in deferred tax (1,06.95) (35.64)
- 1.27 assets
(Decrease) increase in deferred tax - -
liabilities
23 Other expenses
Deferred tax expense (1,06.95) (35.64)
Rent 0.26 1.52
Tax expense for the year (1,06.95) (35.64)
Rates and taxes 4.38 31.50
(b) Reconciliation of effective tax rate
Profit before tax (4,09.55) (1,61.83)
Statutory audit fees 2.70 2.70
Tax using the Company’s domestic (1,06.49) (41.67)
Tax audit fees 0.70 0.70 tax rate at 26% (Previous Year:
Reimbursement of expenses 0.32 0.40 25.75%)
Corporate social responsibility (Refer - 5.54 Tax using the Company’s domestic tax - -
Note 31) rate at 23.296% on Exceptional Items
Exchange loss (net) - (6.39) Tax effect of:
Reimbursement of expenses to 35.80 45.53 Tax effect of amounts which are not
GlaxoSmithKline Pharmaceuticals Limited deductible (taxable) in calculating
taxable income:
Repairs and Maintenance 36.02 -
Donation - 0.72
Legal and Professional fees 0.84 65.24
Other items 0.07 5.31
Tax and consulting fees 6.53 10.21
Due to change in income tax rate (0.53) -
Security guard services 20.91 15.94 from 25.75% to 26%
Third party warehousing 3.21 3.36 (1,06.95) (35.64)
Miscellaneous expenses 0.79 8.62 The Company’s weighted average tax rates for the years ended March
31, 2019 and 2018 were 26% and 25.75%, respectively. Income tax
1,12.46 1,84.87
expense was ` nil for the years ended March 31, 2019 and March 31,
2018.
(c) Movement in deferred tax balances Fair value of financial assets and liabilities measured at
amortised cost
` in Lakhs
` in Lakhs
March 31, 2019
As at As at
Net balance Recognised Net March 31, March 31,
April 1, in profit or Deferred 2019 2018
2018 loss tax asset /
(liability) Financial assets
INR INR INR Security Deposits
Deferred tax asset
Expenses allowable for 53.40 1,06.82 1,60.22
tax purpose when paid Advances recoverable
Provision for pricing 13.74 0.13 13.87
matters Fair value 26.56 26.56
Tax assets (Liabilities) 67.14 1,06.95 1,74.09 Financial liabilities
Deferred tax asset Carrying value 10.63 0.63
March 31, 2018 Fair value 10.63 0.63
Net balance Recognised Net Other non-current liabilities
April 1, in profit or Deferred Carrying value 0.72 0.72
2018 loss tax asset /
(liability) Fair value 0.72 0.72
INR INR INR The amount of fair value of the above Financial assets and liabilities
is considered to be insignificant in value and hence carrying value
Deferred tax asset and the fair value is considered to be same.
Expenses allowable for 15.00 38.40 53.40 The carrying amounts of Cash and cash equivalents, other bank
tax purpose when paid balance, Trade receivables, Trade payables are considered to be
Provision for pricing 16.50 (2.76) 13.74 the same as their fair values due to their short term nature.
matters C. Financial risk management
Tax assets (Liabilities) 31.50 35.64 67.14 The Company has exposure to the following risks arising from
The company offsets tax assets and liabilities if and only if it has a legally financial instruments:
enforceable right to set off current tax assets and current tax liabilities and the ▪ Liquidity risk
deferred tax assets and deferred tax liabilities relate to income taxes levied by ▪ Market risk
the same tax authority.
Significant management judgement is required in determining provision for The Company’s board of directors has overall responsibility for the establishment
income tax, deferred income tax assets and liabilities and recoverability of and oversight of the Company’s risk management framework. The board of
deferred income tax assets. The recoverability of deferred income tax assets is directors has established the Risk Management Committee, which is responsible
based on estimates of taxable income in which the relevant entity operates and for developing and monitoring the Company’s risk management policies. The
the period over which deferred income tax assets will be recovered. committee reports regularly to the board of directors on its activities.
28 Financial instruments – Fair values and risk management The Company’s risk management policies are established to identify and
analyse the risks faced by the Company, to set appropriate risk limits and
A. Accounting classification and fair values controls and to monitor risks and adherence to limits. Risk management
The following table shows the carrying amounts and fair values policies and systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities. The Company, through its training and
of financial assets and financial liabilities including their levels
management standards and procedures, aims to maintain a disciplined and
presented below.
constructive control environment in which all employees understand their roles
and obligations.
` in Lakhs
The audit committee oversees how management monitors compliance with the
As at As at company’s risk management policies and procedures, and reviews the adequacy
March 31, March 31, of the risk management framework in relation to the risks faced by the Company.
2019 2018 The audit committee is assisted in its oversight role by internal audit. Internal
Financial assets at amortised cost audit undertakes both regular and ad hoc reviews of risk management controls
and procedures, the results of which are reported to the audit committee.
Security Deposits 14.27 14.27
Liquidity risk
Advances recoverable 26.56 26.56 Liquidity risk is the risk that the Company will not be able to meet its financial
Cash and cash equivalents 99.78 170.52 obligations as they become due. The Company manages its liquidity risk by
ensuring, as far as possible, that it will always have sufficient liquidity to meet
Other bank balance 15,01.45 15,01.45 its liabilities when due, under both normal and stressed conditions, without
Total financial assets 16,42.06 17,12.80 incurring unacceptable losses or risk to the Company’s reputation.
Financial liabilities at amortised The Company’s principal sources of liquidity are cash and cash equivalents
cost and the cash flow that is generated from operations. The Company has no
outstanding bank borrowings. The Company believes that the working capital
Security deposits received 10.63 0.63 is sufficient to meet its current requirements. Any short-term surplus cash
Other non-current financial liabilities 0.72 0.72 generated, over and above the amount required for working capital management
and other operational requirements, are retained as Cash and Investment in
Trade payables 3,25.87 3,60.40 short term deposits with banks. The said investments are made in instruments
Total financial liabilities 3,37.22 3,61.75 with appropriate maturities and sufficient liquidity.
B. Fair Value Hierarchy As of March 31, 2019, the Company had working capital of ` 14,89.82 Lakhs,
including cash and cash equivalents of ` 99.78 Lakhs, investments in term
This section explains the judgements and estimates made in deposits (i.e., bank certificates of deposit having original maturities of more than
determining the fair values of the financial instruments that are 3 months) of ` 15,01.45 Lakhs. As of March 31, 2018, the Company had working
measured at amortised cost and for which fair values are disclosed capital of ` 19,53.67 Lakhs, including cash and cash equivalents of ` 170.52
in the Standalone Financial Statements. Lakhs, investments in term deposits (i.e., bank certificates of deposit having
original maturities of more than 3 months) of ` 15.01.45 Lakhs.

Exposure to liquidity risk Effect in ` Lakhs Strengthening Profit or loss Equity

The following are the remaining contractual maturities of financial liabilities / Weakening %
Strengthening Weakening Strengthening Weakening
at the reporting date. The amounts are gross and undiscounted, and include March 31, 2019
estimated interest payments and exclude the impact of netting agreements.
USD - - - - -
` in Lakhs
Contractual cash flows Effect in ` Lakhs Strengthening / Profit or loss Equity
Weakening % Strengthening Weakening Strengthening Weakening
As at Carrying Total 1 year 1-2 2-5 More
March 31, amount or less years years than 5 March 31, 2018
2019 years USD 3% (2.67) 2.67 - -
Non- (Note: The impact is indicated on the profit/loss before tax basis)
derivative 29 Capital Management
financial (a) Risk Management
liabilities
The Company’s policy is to maintain a strong capital base so as to
Trade 3,25.87 3,25.87 3,25.87 3,25.87 - - maintain investor, creditor and market confidence and to sustain
Payables future development of the business. Management monitors the
and other return on capital as well as the level of dividends to ordinary
payables shareholders.
Security 10.63 10.63 10.00 - 0.63 - The Company has adequate cash and bank balances and no
deposits interest bearing liabilities. The company monitors its capital by
Other 0.72 0.72 - - 0.72 - a careful scrutiny of the cash and bank balances, and a regular
non-current assessment of any debt requirements. In the absence of any
interest bearing debt, the maintenance of debt equity ratio etc. may
liabilities
not be of any relevance to the Company.
` in Lakhs 30 RELATED PARTY DISCLOSURES
Contractual cash flows 1 Related parties with whom there were transactions during the year
are listed below:
As at March 31, Carrying Total 1 year 1-2 2-5 More
2018 amount or less years years than 5 Holding Company:
years The company is a wholly owned subsidiary of GlaxoSmithKline
Non-derivative Pharmaceuticals Limited.
financial liabilities 2 The following transactions were carried out with the related parties
Trade Payables and 3,60.40 3,60.40 59.89 3,00.51 - - at normal commercial terms in the ordinary course of business.
other payables ` in Lakhs
Security deposits 0.63 0.63 - - 0.63 - Holding Company
Other non-current 0.72 0.72 - - 0.72 - Year Year Ended
liabilities Ended 31st 31st March,
March, 2018
Market risk 2019
Market risk is the risk of loss of future earnings, fair values or future cash flows 1 Payment of common costs 35.80 45.52
that may result from adverse changes in market rates and prices (such as
2 Outstanding receivable / (payable) 46.28 (27.47)
interest rates and foreign currency exchange rates) or in the price of market
by the Company (net) @
risk-sensitive instruments as a result of such adverse changes in market rates
and prices. Market risk is attributable to all market risk-sensitive financial @ Transactions with the above parties are accounted in the
instruments, all foreign currency receivables and payables. The Company is respective current accounts.
exposed to market risk primarily related to foreign exchange rate risk. 31 CORPORATE SOCIAL RESPONSIBILITY
Currency risk Expense towards activities relating to Corporate Social Responsibility in
The fluctuation in foreign currency exchange rates may have potential impact compliance with section 135 of the Companies Act, 2013 recognised in
on the profit and loss account, where any transaction references more than one the Statement of Profit and Loss under ‘Corporate social responsibility’ in
currency or where assets/liabilities are denominated in a currency other than the Note 23:
functional currency of the entity. ` in Lakhs
The Company is exposed to currency risk on account of its receivables and Year ended Year ended
payables in foreign currency. The functional currency of the Company is Indian 31st March 31st March
Rupee. The Company has exposure to USD.The Company has not hedged this 2019 2018
foreign currency exposure and strives to achieve asset liability offset of foreign (a) Amount spent
currency exposure. Particulars
Exposure to currency risk (i) Construction/ acquisition of the - -
The Company’s exposure to foreign currency risk at the end of the reporting asset
period is as follows: (ii) purposes other than (i) above - 5.54
- 5.54
` in Lakhs (b) Gross amount required to be spent by - 5.54
March 31, March 31, the Company
2019 2018 32 In view to make financial statements comparable, previous period’s
USD USD figures have been regrouped wherever necessary.
Trade payables - 88.84 As per our report of even date attached For and on behalf of the Board
Net statement of financial position exposure - (88.84)
Sensitivity analysis CHARTERED ACCOUNTANTS Chairman Director
DIN: 01444303 DIN: 07971789
A reasonably possible strenghtening / weakening of the respective foreign
currencies with respect to functional currency of Company would result in RUSTOM D. DAVAR Rohan Mota
increase or decrease in profit or loss and equity as shown in table below. This (PROPRIETOR) Company Secretary
analysis assumes that all other variables, in particular interest rates, remain Membership No. F10620 ACS 38473
constant and ignores any impact of forecast sales and purchases. The following
Place : Mumbai
analysis has been worked out based on the exposures as of the date of
Date: May 15, 2019
Independent Auditor’s Report

TO THE MEMBERS OF GLAXOSMITHKLINE PHARMACEUTICALS LIMITED
Report on the Audit of the Consolidated Financial Statements

Opinion
We have audited the accompanying consolidated financial statements of GlaxoSmithKline Pharmaceuticals Limited (”the
Parent”) and its subsidiary, (the Parent and its subsidiary together referred to as “the Group”), which comprise the Consolidated
Balance Sheet as at March 31, 2019, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income),
the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and
a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated
financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration
of the report of the other auditor on separate financial statements of the subsidiary referred to in the Other Matter section
below, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”)
in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’) and other
accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019, and
their consolidated profit, their consolidated total comprehensive income, their consolidated cash flows and their consolidated
changes in equity for the year ended on that date.
Basis For Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under
section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence obtained by us and the other auditor in terms of their reports referred to in sub-
paragraphs (a) and (b) of the Other Matter section below, is sufficient and appropriate to provide a basis for our audit opinion
on the consolidated financial statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. Key Audit Matters Auditor’s Response

No.
1 Information Technology (IT) systems which Principal audit procedures performed with the assistance
impact financial reporting of our IT specialists:
The IT systems of the Parent form a critical component • We identified the IT risks for each IT system based on
of the Group’s financial reporting activities and impact our understanding of the flows of transactions and the IT
all account balances. IT controls, in the context of environment.
our scope for the financial audit, primarily relate to
• We determined whether each general IT control,
access security and change control. The purpose of
individually or in combination with other controls, is
such controls is to prevent inappropriate changes
appropriately designed to address the associated IT risk.
being made to IT systems in relation to application
functionality, transactional processing and direct • We tested the design, implementation and operating
changes to underlying data. effectiveness of the relevant general IT controls.
• We tested the mitigating manual controls for the IT control
deficiencies noted around privilege access for certain
scoped-in IT systems and the associated infrastructure.

Sr. Key Audit Matters Auditor’s Response

No.
2 Uncertain tax positions Principal audit procedures performed:
The Parent operates in a complex tax environment • We evaluated and tested the design and operating
and is subject to a range of tax risks during the effectiveness of the Parent’s controls over provisions
normal course of business. The arrangements for for uncertain tax positions to ensure that they operate
multi-national transactions entered into by the Parent effectively.
are complex, judgmental and subject to challenge by
• With the assistance of our tax specialists, we evaluated
the Tax Authorities. Further, the allowability of certain
management’s judgements in respect of estimates of
expenses and admission of additional supporting
tax exposures and contingencies in order to assess the
documents by the Parent is also a matter of ongoing
adequacy of the Parent’s tax provisions.
dispute with the authorities.
• In understanding and evaluating management’s
Refer note 40A(ii)(a) and 40A(iii) to the judgements, we considered the status of recent and
consolidated financial statements current tax authority audits and enquiries, judgmental
positions taken in tax returns and current year estimates
and developments in the tax environment.
3 Litigations Principal audit procedures performed:
The Parent operates in an industry which is heavily • We evaluated and tested the design and operating
regulated, which increases inherent litigation risk. effectiveness of the Parent’s controls in respect of the
The Parent is engaged in a number of legal actions, determination of the provisions to ensure that they operate
including pricing matters and labour matters. effectively.
• We read the summary of litigation matters provided by

Refer note 40A(ii)(d) and 41 to the consolidated
management and held discussions with the Parent’s legal
financial statements.
counsel. We requested confirmations from some of the
Parent’s external legal advisors with respect to the matters
included in the summary.
• We examined correspondence connected with the

cases. To evaluate the valuation and completeness of
the provision recognized by the Parent, we tested the
calculation of the provisions.
• We also evaluated adjustments to legal provisions along

with the Probable, Possible and Remote analysis prepared
by the Parent.
Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon
• The Parent’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate
Governance and Shareholders Information, but does not include the consolidated financial statements and our auditor’s
report thereon.
• Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
• In connection with our audit of the consolidated financial statements, our responsibility is to read the other information,
compare with the financial statements of the subsidiary audited by the other auditor, to the extent it relates to these
entities and, in doing so, place reliance on the work of the other auditor and consider whether the other information is
materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiary is traced from its
financial statements audited by the other auditor.
• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements

The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes
in equity of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective
Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds
and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by
the Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group
are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease
operations, or has no realistic alternative but to do so.
The respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial
reporting process of the Group.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Parent has an adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision
and performance of the audit of the financial statements.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial
statements.
We communicate with those charged with governance of the Parent regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
(a) We did not audit the financial statements of the subsidiary, whose financial statements reflect total assets of Rs. 27,07.95
Lakhs as at March 31, 2019, total revenues of Rs. NIL and net cash outflows amounting to Rs. 70.74 Lakhs for the year
ended on that date, as considered in the consolidated financial statements. These financial statements have been audited
by another auditor whose report has been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, and our
report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary is based solely
on the report of the other auditor.
(b) Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matter with respect to our reliance on the work done and the report of the
other auditor.
Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditor on
the separate financial statements of the subsidiary referred to in the Other Matter section above we report, to the extent
applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the report of the
other auditor.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with
by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the
consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section
133 of the Act.
e) On the basis of the written representations received from the directors of the Parent as on March 31, 2019 taken
on record by the Board of Directors of the Parent and the report of the statutory auditor of its subsidiary company
incorporated in India, none of the directors of the Group companies, is disqualified as on March 31, 2019 from being
appointed as a director in terms of section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness
of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the
Parent and subsidiary company incorporated in India. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of internal financial controls over financial reporting of those companies for the reasons
stated therein.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the
explanations given to us:
i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial
position of the Group.
ii) The Parent has long term contracts as of March 31, 2019 for which there were no material foreseeable losses.
The Group did not have any derivative contracts as at March 31, 2019.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Parent.

B. P. SHROFF
Partner
Place: Mumbai
Date: May 20, 2019

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended
March 31, 2019, we have audited the internal financial controls over financial reporting of GlaxoSmithKline Pharmaceuticals
Limited (hereinafter referred to as “Parent”) and its subsidiary company, which is a company incorporated in India, as of that
date.
Management’s Responsibility for Internal Financial Controls

The respective Boards of Directors of the Parent and its subsidiary company which is a company incorporated in India, are
responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the respective Companies considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
(ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent and its
subsidiary company which is a company incorporated in India, based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the
Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was established and maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor of the subsidiary
company, which is a company incorporated in India, in terms of his report referred to in the Other Matter paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting
of the Parent and its subsidiary company, which is a company incorporated in India.
Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us and based on the consideration of
the report of the other auditor referred to in the Other Matter paragraph below, the Parent and its subsidiary company, which
is a company incorporated in India, have, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based
on the criteria for internal financial control over financial reporting established by the respective companies considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.
Other Matter
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting insofar as it relates to one subsidiary company, which is a company incorporated in India, is
based solely on the corresponding report of the auditor of such company incorporated in India.
Our opinion is not modified in respect of the above matter.

B. P. SHROFF
Partner
Place: Mumbai
Date: May 20, 2019

Consolidated Balance Sheet

as at March 31, 2019
(` in lakhs)
Notes As at As at
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment 3 364,45.26 250,12.67
Capital work-in-progress 3 1002,64.42 922,89.71
Investment property 4 1,63.71 1,78.09
Intangible assets 5 65,54.00 72,68.18
Financial assets
(i) Investments 6 5.67 5.67
(ii) Loans 7 11,83.88 14,98.89
(iii) Other financial assets 8 4,06.30 27.76
Current tax assets (net) 49 312,97.94 302,10.80
Deferred tax assets (net) 46 62,22.15 103,72.42
Other non-current assets 9 76,41.56 92,43.26
1901,84.89 1761,07.45
Current assets
Inventories 10 486,49.35 500,18.33
Financial assets
(i) Trade receivables 11 120,48.73 146,95.89
(ii) Cash and cash equivalents 12 98,77.66 201,10.18
(iii) Bank balances other than (ii) above 13 1072,56.92 1095,30.88
(iv) Other financial assets 14 89,96.64 58,12.34
Other current assets 15 137,84.19 179,79.46
2006,13.49 2181,47.08
Assets classified as held for sale 16 3,32.71 4,93.74
2009,46.20 2186,40.82
TOTAL ASSETS 3911,31.09 3947,48.27
EQUITY AND LIABILITIES
EQUITY
Equity share capital 17 169,40.60 84,70.30
Other equity 18 1970,42.32 1972,62.59
Total equity 2139,82.92 2057,32.89
LIABILITIES
(i) Borrowings 19 17.70 58.30
Provisions 21 & 26 314,77.70 287,44.89
317,16.22 290,29.01
Current liabilities
(i) Trade payables
Total outstanding dues of micro enterprises and small enterprises 22 4,28.23 7,30.78
Total outstanding dues of creditors other than micro enterprises and 22 401,53.25 498,54.74
small enterprises
Other current liabilities 24 571,49.19 575,24.50
Provisions 25 & 26 92,36.06 97,57.38
Current tax liabilities (net) 49 153,43.28 154,08.28
1454,31.95 1599,86.37
Total liabilities 1771,48.17 1890,15.38
TOTAL EQUITY AND LIABILITIES 3911,31.09 3947,48.27
The accompanying notes 1 to 58 are an integral part of the Consolidated Financial Statements.

Consolidated Statement of Profit and Loss

(` in lakhs)
Notes Year ended Year ended
March 31, 2019 March 31, 2018
Revenue from operations 27 3128,11.88 2895,64.78
Other income 28 102,31.72 54,54.36
Total income 3230,43.60 2950,19.14
Expenses
Cost of materials consumed 29 686,57.04 510,81.76
Purchases of stock-in-trade 645,89.28 788,42.22
Changes in inventories of finished goods, stock-in-trade and work-in- 30 25,56.55 (57,92.72)
progress
Excise duty - 24,19.48
Employee benefits expense 31 537,19.59 523,39.85
Finance costs 32 55.43 18.91
Depreciation and amortisation expense 33 48,59.07 37,98.58
Other expenses 34 632,09.62 600,94.39
Total expenses 2576,46.58 2428,02.47
Exceptional items (net) 38 28,69.91 17,79.85
Tax expense:
Current tax 46 192,82.27 204,33.82
Deferred tax 46 44,45.36 (15,09.88)
237,27.63 189,23.94
Profit for the year 445,39.30 350,72.58
Other comprehensive income / (loss)
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans 46 (8,44.47) 8,58.80
Income tax relating to items that will not be reclassified to profit or loss 46 2,95.09 (3,00.10)
(5,49.38) 5,58.70
Total comprehensive income for the year 439,89.92 356,31.28
Profit for the year attributable to owners of the Company 445,39.30 350,72.58
Other comprehensive income / (loss) attributable to owners of the (5,49.38) 5,58.70
Company
Total comprehensive income for the year attributable to owners of 439,89.92 356,31.28
the Company
Earnings per equity share
Basic and diluted earnings per share 48 26.29 20.70
The accompanying notes 1 to 58 are an integral part of the Consolidated Financial Statements.


Consolidated Cash Flow Statement

(` in lakhs)
March 31, 2019 March 31, 2018
A. CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for :
(Gain) / Loss on disposal of property, plant and equipment (net) (1,41.39) 2,42.50
Interest income (77,28.33) (52,59.34)
Rental income (48.00) (71.97)
Finance costs 55.43 18.91
Depreciation and amortisation expense 48,59.07 37,98.58
Allowance for doubtful debts and advances (1,33.10) 54.06
Decrease / (increase) in inventories 13,68.98 (74,38.59)
Decrease in trade receivables 26,89.19 23,16.03
Decrease / (increase) in other assets 17,61.44 (85,77.40)
(Decrease) / increase in trade payables (100,04.05) 226,92.79
Increase in provisions 13,67.02 72,63.38
(Decrease) / increase in other liabilities 23,98.16 1,99.59
Cash generated from operations 618,41.44 674,55.21
Income taxes paid (net of refunds) (204,34.41) (202,00.92)
Cash flow before exceptional items 414,07.03 472,54.29
Exceptional items:
Sale of brands 5,38.53 3.79
Redundancy costs (20,07.75) -
Others - 21.58
Net cash inflow from operating activities A 399,37.81 472,79.66
B. CASH FLOWS FROM INVESTING ACTIVITIES

Payments to acquire property, plant and equipment and other intangible (291,28.14) (403,38.41)
assets
Advance received towards disposal of land - 552,00.00
Proceeds from sale of property, plant and equipment 4,65.39 47.23
Proceeds from sale of property (Exceptional item) 43,39.13 17,60.18
Margin money deposits 1,64.30 (2,13.52)
Investment in bank deposits (having original maturity more than 3 months but (1241,00.00) (1069,00.00)
less than 12 months)
Redemption / maturity of bank deposits (having original maturity more than 3 1261,00.00 736,50.00
months but less than 12 months)
Rent received 48.00 71.97
Interest received 76,67.25 63,23.40
Changes in earmarked balances 1,09.66 (19.93)
Net cash outflow from investing activities B (143,34.41) (104,19.08)
Consolidated Cash Flow Statement

for the year ended March 31, 2019 (contd.)
(` in lakhs)
March 31, 2019 March 31, 2018
C. CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings (40.60) (60.60)
Interest paid (55.43) (18.91)
Dividend paid to company's shareholders (296,46.06) (254,10.91)
Tax on distributed profit (60,93.83) (51,73.06)
Net cash outflow from financing activities C (358,35.92) (306,63.48)
Net (decrease) / increase in cash and cash equivalents (A + B + C) (102,32.52) 61,97.10
Cash and cash equivalents at the beginning of the financial year 201,10.18 139,13.08
Cash and cash equivalents at the end of the financial year 98,77.66 201,10.18
Net (decrease) / increase in cash and cash equivalents (102,32.52) 61,97.10
NOTES:
Balances with banks
Current accounts 61,48.21 91,09.18
Term deposits with original maturity period of less than three months 30,03.00 110,01.00
Total 98,77.66 201,10.18
The above Consolidated Cash Flow Statement has been prepared under the “Indirect Method” as set out in Ind AS - 7 ‘Statement
of Cash Flows’.


Consolidated Statement of Changes in Equity

(a) Equity share capital

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Balance at the beginning of the reporting period 84,70.30 84,70.30
Changes in equity share capital during the year:
Bonus Shares issued (Refer Note (i)) 84,70.30 -
Balance at the end of the reporting period 169,40.60 84,70.30
(b) Other equity

Particulars Reserves and Surplus Items of Other Total Other
comprehensive Equity
income
Capital General Retained Capital Remeasurements
reserve (ii) reserve (iii) earnings (iv) redemption of the net defined
reserve (v) benefit Plans
Balance as at April 1, 2018 1,70.97 863,20.59 1102,77.54 2,62.00 2,31.49 1972,62.59
Other comprehensive loss for the year - - - - (5,49.38) (5,49.38)
Bonus shares issued - (84,70.30) - - - (84,70.30)
Balance as at March 31, 2019 1,70.97 778,50.29 1190,76.95 2,62.00 (3,17.89) 1970,42.32
Balance as at April 1, 2017 1,70.97 863,20.59 1057,88.93 2,62.00 (3,27.21) 1922,15.28
Other comprehensive income for the year - - - - 5,58.70 5,58.70
Balance as at March 31, 2018 1,70.97 863,20.59 1102,77.54 2,62.00 2,31.49 1972,62.59
(i) The Parent has allotted 8,47,03,017 fully paid up equity shares of ` 10/- each during the quarter ended September 30, 2018 pursuant to a
bonus issue in 1:1 ratio approved by shareholders through postal ballot. The bonus shares were issued by capitalisation of profits transferred
from general reserve. Record date fixed by the Company was September 13, 2018. The earnings per share have been adjusted for previous
periods presented in accordance with Ind AS - 33 ‘Earnings per share’.
(ii) Capital reserve includes Central Government subsidy and capital profit on reissue of shares forfeited of erstwhile Burroughs Wellcome
(India) Limited and is not available for distribution.
(iii) General reserve represents the transfer of profits from retained earnings.
(iv) Retained earnings represents the cumulative profits of the Company which can be utilised in accordance with the provisions of the
(v) Capital redemption reserve is on account of buy back of equity shares and it is not available for distribution.


Notes to the Consolidated Financial Statements

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

A GENERAL INFORMATION:
GlaxoSmithKline Pharmaceuticals Limited (‘the Group’) is a public company domiciled in India and is incorporated under
the provisions of the Companies Act applicable in India. Its shares are listed on the BSE Ltd. (Bombay Stock Exchange)
and the National Stock Exchange of India Ltd. (NSE). The registered office of the Company is located at Dr. Annie Besant
Road, Worli, Mumbai 400 030.
The Group is engaged interalia, in the business of manufacturing, distributing and trading in pharmaceuticals.
The subsidiary considered in these Consolidated Financial Statements is:
Name of the Company Country of % voting power held as % voting power held as
Incorporation at 31st March 2019 at 31st March 2018
Biddle Sawyer Limited (BSL) India 100.00 100.00
B SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of preparation:
The Consolidated Financial Statements of the Group have been prepared in accordance with Indian Accounting
Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant provisions
of the Companies Act, 2013 (“the Act”) (as amended from time to time).
The Consolidated Financial Statements have been prepared on a historical cost basis, except for the following:
• certain financial assets and liabilities that are measured at fair value;
• assets held for sale - measured at lower of carrying amount or fair value less cost to sell;
• defined benefit plans - plan assets measured at fair value; and
• share-based payments.
The financial statements are presented in INR and all values are rounded to the nearest lakhs (INR 00,000), except
where otherwise indicated.
b) Principles of consolidation
The Consolidated Financial Statement have been prepared on the following basis:
• The Group combines the financial statements of the parent and its subsidiary line by line adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised
gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiary
have been changed where necessary to ensure consistency with the policies adopted by the group.
• The Consolidated Financial Statements have been prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented to the extent possible, in the same
manner as the Company’s separate financial statements.
• The excess of cost to the Company of its investment in the subsidiary is recognised in the financial statements
as goodwill, which has been amortised over a period of ten years.

Notes to the Consolidated Financial Statements for the year ended March 31, 2019 (contd.)
• If the difference of the aggregate of the consideration transferred, the amount recognised for noncontrolling
interests and any previous interest held, over the net identifiable assets acquired and liabilities assumed is a
deficit then the said deficit is recognized as a capital reserve.
c) Revenue recognition
With effect from April 1, 2018, the Group has adopted Ind AS 115 “Revenue from Contracts with Customers”. The
effect of adoption of Ind AS 115 was insignificant. The following is revised significant accounting policies related to
revenue recognition.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of goods sold and services
rendered is net of variable consideration on account of various discounts and schemes offered by the Group as part
of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue (net of
variable consideration) is recognized only to the extent that it is highly probable that the amount will not be subject to
significant reversal when uncertainty relating to its recognition is resolved.
The specific recognition criteria described below must also be met before revenue is recognised.
Sale of goods
Revenue from the sale of goods is recognised when the goods have been passed on to the buyer as per contractual
terms, at which time all the following conditions are satisfied:
• the Group is recognizing revenue as and when it satisfies the performance obligation by transferring promised
goods or services to a customer and customer obtains control of the same.;
• the Group retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold;
• it is probable that the economic benefits associated with the transaction will flow to the Group;
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Income from clinical research and data management services is recognised in the accounting period in which the
services are rendered based on terms of the agreement.
Rights of return
Certain contracts provide a customer with a right to return the goods within a specified period. The Group uses
the expected value method to estimate the goods that will not be returned because this method best predicts the
amount of variable consideration to which the Group will be entitled. The requirements in Ind AS 115 on constraining
estimates of variable consideration are also applied in order to determine the amount of variable consideration that
can be included in the transaction price. For goods that are expected to be returned, instead of revenue, the Group
recognises a refund liability.
Trade Receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of
time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section
(h) Financial instruments – initial recognition and subsequent measurement.
Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer
and is measured at the amount the Group ultimately expects it will have to return to the customer. The Group updates
its estimates of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting
period. Refer to above accounting policy on variable consideration.
Dividends
Dividend is recognised when the Group’s right to receive the payment is established, it is probable that economic
benefit associated with the dividend will flow to the Group, and the amount of dividend can be measured reliably.
Interest Income
Interest income is recorded using the Effective Interest Rate (EIR). Interest income is included in other income in the
Rental income
Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over
the lease terms and is included in revenue in the statement of profit and loss due to its operating nature.
d) Property, plant and equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost,
net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to the statement of profit and loss during
the reporting period in which they are incurred.
Depreciation is provided on the straight-line method over the estimated useful lives of the assets as per the rates
prescribed under Schedule II to the Companies Act, 2013 or re-assessed useful life based on technical evaluation as
under:
• Factory Buildings 30 to 50 years

• Other Buildings 60 years
• Plant and Equipment 10 to 15 years
• Personal Computers and Laptops 3 to 5 years
• Other Computer Equipment 4 years
• Furniture and Fixtures 10 years
• Office Equipment 5 years
• Vehicles 5 years
Depreciation is provided pro-rata for the number of months available for use. Depreciation on sale / disposal of assets
is provided pro-rata up to the end of the month of sale / disposal.
An asset purchased where the actual cost does not exceed ` 5,000 is depreciated at the rate of 100%.
Leasehold building, leasehold land and leasehold improvements are amortised over the period of the lease.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are recognised
as income or expense in the statement of profit and loss.
Cost of Items of property, plant and equipment not ready for intended use as on the balance sheet date is disclosed
as capital work in progress. Advances given towards acquisition of property, plant and equipment outstanding at each
balance sheet date are disclosed as Capital Advance under Other non-current assets.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit and loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
e) Intangible assets
Intangible assets are stated at cost of acquisition net of recoverable taxes less accumulated amortisation / depletion
and impairment loss, if any. The cost comprises of purchase price, borrowing costs and any cost directly attributable
to bringing the asset to its working condition for the intended use. Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These are recognised as income or expense in the statement of profit and
loss.
Cost of items of intangible assets not ready for intended use as on the balance sheet date are disclosed as intangible
assets under development.
Amortisation method and periods
Amortisation is charged on a straight-line basis over the estimated useful lives. The estimated useful life and
amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in the
estimate being accounted for on a prospective basis.
Software expenditure have been amortised over a period from 8 to 10 years. Distribution rights are amortised over
the agreement / contract period.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when
the asset is derecognised.
f) Impairment of non-financial assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost of disposal
and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group
of assets (cash generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal
of the impairment at the end of each reporting period.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement
of profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such
properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
g) Leases
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially
all the risks and rewards incidental to ownership to the Group is classified as a finance lease. All other leases are
classified as operating lease.
Group as a lessee
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognised as finance costs in the statement of profit and loss, unless
they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s
general policy on the borrowing costs. Contingent rentals are recognised as expenses in the periods in which they
are incurred.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated
useful life of the asset and the lease term.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis
over the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the
term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the
Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net
investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic
rate of return on the net investment outstanding in respect of the lease.
h) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets
(i)
Classification
The Group classifies its financial assets in the following measurement categories:
- those to be measured subsequently at fair value (either through other comprehensive income, or through
profit or loss), and
- those measured at amortised cost.
The classification depends on the Group’s business model for managing financial assets and the contractual
terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in the statement of profit and loss or
other comprehensive income. For investments in debt instruments, this will depend on the business model in

which the investment is held. For investments in equity instruments, this will depend on whether the Group has
made an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income.
The Group reclassifies debt investments when and only when its business model for managing those assets
changes.
(ii)
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the
financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in
the statement of profit and loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash
flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset
and the cash flow characteristics of the asset. There are three measurement categories into which the Group
classifies its debt instruments:
- Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a
debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is
recognised in the statement of profit and loss when the asset is derecognised or impaired. Interest income
from these financial assets is included in other income using the effective interest rate method.
- Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual
cash flows and for selling the financial assets, where assets cash flow represents solely payments of
principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements
in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains and losses which are recognised in the statement of profit and
loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is
reclassified from equity to profit and loss and recognised in other expenses/ income. Interest income from
these financial assets is included in other income using the effective interest rate method.
- Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are
measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently
measured at fair value through profit or loss and is not part of a hedging relationship is recognised in the
statement of profit and loss and presented net in the statement of profit and loss within other expenses/
income in the period in which it arises. Interest income from these financial assets is included in other
income.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has
elected to present fair value gains and losses on equity investments in other comprehensive income, there is no
subsequent reclassification of fair value gains and losses to profit and loss. Dividends from such investments
are recognised in the statement of profit and loss as other income when the Group’s right to receive payments
is established.
Changes in the fair value of financial assets at fair value through profit or loss statement are recognised in other
income/ expense in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iii)
Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there
has been a significant increase in credit risk.
For trade receivables only, the Group applies the simplified approach permitted by Ind AS 109 “Financial
Instruments”, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(iv)
Derecognition of financial assets
A financial asset is derecognised only when the Group has transferred the rights to receive cash flows from the
financial asset or retains the contractual rights to receive the cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one or more recipients.
Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks
and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the
entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial
asset is not derecognised.
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of
ownership of the financial asset, the financial asset is derecognised if the Group has not retained control of the
financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to
the extent of continuing involvement in the financial asset.
Financial liabilities and equity instruments

Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either financial liability or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Group is recognised at the proceeds received, net of direct
issue costs. Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No
gain or loss is recognised in the statement of profit and loss on the purchase, sale, issue or cancellation of the
Group’s own equity instruments.
All financial liabilities are subsequently measured at amortised cost using the effective interest method.
Financial liabilities subsequently measured at amortised cost

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, as appropriate.

Financial liabilities that are not held-for-trading and are not designated as at fair value through profit or loss are
measured at amortised cost at the end of the subsequent accounting period. The carrying amount of financial
liabilities that are subsequently measured at amortised cost are determined based on the effective interest
method. Interest expense that is not capitalised as part of costs of an asset is included in the “Finance costs” line
item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period,
to the net carrying amount in initial recognition.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance
sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis or to realise the assets and settle the liabilities simultaneously.
i) Contributed equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
j) Inventories
Inventories are valued at lower of cost and net realisable value. Cost is determined on weighted average cost basis.
The cost of work-in-progress (other than those lying at third party manufacturing sites which is valued at material cost)
and finished goods comprises of raw materials, direct labour, other direct costs and related production overheads, but
excludes interest expense. Net realisable value is the estimate of the selling price in the ordinary course of business,
less the costs of completion and selling expenses.
k) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
demand deposits with banks, short-term balances (with an original maturity of three months or less from date of
acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject
to insignificant risk of changes in value.
l) Foreign currency transactions

Items included in the Consolidated Financial Statements of the Group are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements
are presented in Indian Rupee (INR), which is Group’s functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are
generally recognised in the statement of profit and loss.
Foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other
expenses/ income.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value
are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets
and liabilities such as equity instruments held at fair value through profit or loss are recognised in the statement
of profit and loss as part of the fair value gain or loss and translation differences on non-monetary assets such as
equity investments classified as FVOCI are recognised in other comprehensive income. Non-monetary items that are
measured based on historical cost in a foreign currency are not translated.
m) Taxes
Income tax expense represents the sum of the current tax and deferred tax.
Current tax charge is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement
of profit and loss because some items of income or expense are taxable or deductible in different years or may never
be taxable or deductible. The Group’s liability for current tax is calculated using Indian tax rates and laws that have
been enacted by the reporting date.
Current tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority.
The Group periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between
the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the
computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the
asset realised, based on tax rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax assets and liabilities are off-set against each other and the resultant net amount is presented in
the Balance Sheet, if and only when the Group currently has a legally enforceable right to set-off the current income
tax assets and liabilities.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
n) Employee benefits
(a) Short Term Employee Benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be estimated reliably.

(b) Post-Employment Benefits

(i)
Defined Contribution Plans
The Group’s defined contribution plans are superannuation and employees’ pension scheme (under the
provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952) since the Group
has no further obligation beyond making the contributions. The Group’s contributions to these plans are
charged to the statement of profit and loss as incurred.
(ii)
Defined Benefits Plans
“Liability for defined benefit plans is provided on the basis of valuations, as at the balance sheet date,
carried out by an independent actuary.”
Gratuity and Post-Retirement Medical

The actuarial valuation method used for measuring the liability for gratuity and post-retirement medical is
projected unit credit method. Actuarial gains and losses are recognised in the statement of other comprehensive
income in the period of occurrence of such gains and losses. The obligations for gratuity and post-retirement
medical are measured as the present value of estimated future cashflows discounted at rates reflecting the
prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term
of the obligations. The estimate of future salary increases considered takes into account the inflation, seniority,
promotion and other relevant factors. The expected rate of return of plan assets is the Group’s expectation
of the average long term rate of return expected on investments of the fund during the estimated term of the
obligations. Plan assets are measured at fair value as at the balance sheet date.
Provident Fund
Provident fund contributions are made to a Trust administered by the Group. The Group has an obligation to
make good the shortfall, if any, between the return from the investments of the Trust and the notified interest
rate. The actuarial valuation method, carried out by an independent actuary, used for measuring the liability for
provident fund is projected accrued benefit method. This approach determines the present value of the interest
rate guarantee under three interest rate scenarios: base case scenario, rising interest rate scenario and falling
interest rate scenario. The defined benefit obligation of the interest rate guarantee is set equal to the average of
the present values determined under these scenarios in respect of accumulated provident fund contributions as
at the valuation date.
(c) Other Long Term Benefit Plans

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after
the end of the period in which the employees render the related service. They are therefore measured as the
present value of expected future payments to be made in respect of services provided by employees up to the
end of the reporting period using the projected unit credit method. The benefits are discounted using the market
yields at the end of the reporting period that have terms approximating to the terms of the related obligation.
Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognised
(d) The expenditure on voluntary retirement schemes is charged to the statement of profit and loss in the year in
which it is incurred.
(e) Share Based Payment Arrangements

In terms of a long-term incentive plan, the eligible members of the senior management are entitled to receive cash
settled awards at the end of a three year ‘restricted period’, provided they remain in continuous employment with
the Group for the aforesaid period. The value of such incentive is based on the price of shares of GlaxoSmithKline
Plc, U.K.
The fair value of the amount payable to employees in respect of long term incentive plan, which are settled in cash,
is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees
become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date
based on the fair value of the shares of GlaxoSmithKline Plc, U.K. Any changes in the liability are recognised in the
o) Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the
Group, is classified as investment property. Investment property is measured initially at its cost, including related
transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the assets carrying
amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group
and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when
incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
Based on technical evaluation the following is the best estimate of period over which investment property is depreciated
on a straight-line basis.
Asset Management estimate of useful life
Factory Building 30 Years
Freehold Land -
Any gain or loss on disposal of an investment property is recognised in statement of profit and loss.
p) Earnings per share

Basic earnings per share is calculated by dividing the profit for the period attributable to the owners of Group by the
weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other
than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a
corresponding change in resources.
For the purpose of calculating diluted earnings per share, the profit for the period attributable to the owners of the
Group and the weighted average number of shares outstanding during the period is adjusted for the effects of all
dilutive potential equity shares.
q) Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than continuing use and a sale is considered highly probable. They are measured at the lower of
their carrying amount and fair value less cost to sell.
Non-current assets are not depreciated or amortised while they are classified as held for sale.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
r) Exceptional items
When items of income or expense are of such nature, size or incidence that their disclosure is necessary to explain
the performance of the Group for the year, the Group makes a disclosure of the nature and amount of such items
separately under the head “Exceptional items”.

s) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The Managing Director of the Group has been identified as CODM and he is responsible for
allocating the resources, assess the financial performance and position of the Group and makes strategic decisions.
The Group has identified one reportable segment “Pharmaceuticals” based on the information reviewed by the
CODM. Refer note 52 for segment information presented.
t) Provision and contingent liabilities

A provision is recognised if as a result of a past event, the Group has a present obligation (legal or constructive)
that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation
at the balance sheet date. If the effect of time value of money is material, provisions are discounted using a current
pre tax rate that reflects, when appropriate, the risks specific to the liability. The increase in the provision due to
passage of time is recognised as an interest expense.
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but
probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably.
Contingent liabilities do not warrant provisions but are disclosed unless the possibility of outflow of resources is
remote.
Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Consolidated
Financial Statements are disclosed below. The Group intends to adopt these standards, if applicable, when they
become effective.
The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) First and Second
Amendment Rules, 2019 to amend/insert the following:
Ind AS 116 Leases

Ind AS 116, ‘Leases’ was notified by Ministry of Corporate Affairs on March 30, 2019 and it replaces Ind AS 17 including
appendices thereto. It sets out the principles for the recognition, measurement, presentation and disclosure of leases
and requires lessees to account for all leases under a single lessee accounting model similar to the accounting for
finance leases under Ind AS 17. The standard includes two recognition exemptions for lessees - leases for which
underlying asset is of low value and short-term leases i.e., leases with a lease term of 12 months or less.
At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease
liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use
asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation
charge on the right-of-use asset.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change
in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine
those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an
adjustment to the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero and
there is a further reduction in the measurement of the lease liability, a lessee shall recognise any remaining amount
of the remeasurement in profit or loss.
Ind AS 116 substantially carries forward the lessor accounting requirements as per Ind AS 17.
Effective date for application of Ind AS 116 is annual period beginning on or after April 1, 2019. As the Group does
not have any material leases, therefore the adoption of this standard is not likely to have a material impact on its
Consolidated Financial Statements.
Amendment to Ind AS 19 - Plan amendments, curtailments and settlements
Amendment to Ind AS 19, ‘Employee Benefits’ was notified by Ministry of Corporate Affairs on March 30, 2019 in
connection with accounting for plan amendments, curtailments and settlements.
The amendment requires a group:
• to use updated assumptions to determine current service cost and net interest for the remainder of the period
after a plan amendment, curtailment or settlement; and
• to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a
surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Group is
currently evaluating the effect of this amendment on its Consolidated Financial Statements.
Amendment to Ind AS 12 - Accounting for dividend distribution tax

Amendment to Ind AS 12, ‘Income Taxes’ was notified by Ministry of Corporate Affairs on March 30, 2019 in connection
with accounting for dividend distribution tax.
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss,
other comprehensive income or equity according to where the entity originally recognised those past transactions or
events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Group is
currently evaluating the impact of this amendment on its Consolidated Financial Statements.
Appendix C to Ind AS 12 - Uncertainty over income tax treatments

Appendix C to Ind AS 12, ‘Income Taxes’, was notified by Ministry of Corporate Affairs on March 30, 2019 in connection
with accounting for uncertainty over income tax treatments.
The Appendix is to be applied while performing the determination of taxable profit or loss, tax bases, unused tax
losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12.
According to the Appendix, companies need to determine the probability of the relevant tax authority accepting each
tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which
has to be considered to compute the most likely amount or the expected value of the tax treatment when determining
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition - i) Full retrospective approach – under this approach,
Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8
‘Accounting Policies, Changes in Accounting Estimates and Errors’, without using hindsight and ii) Retrospectively
with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without
adjusting comparatives.
Effective date for application of Appendix C to Ind AS 12 is annual period beginning on or after April 1, 2019. The
Group is currently evaluating the impact of the Appendix on the Consolidated Financial Statements.

NOTE 2 : CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of Consolidated Financial Statements requires the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise judgement in applying the Group’s accounting policies. This note
provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely
to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
a Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount
rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to
maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.
b Estimation of useful life

Useful lives of tangible assets and intangible assets are based on the estimate by the management. The useful lives
as estimated are same as prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are
different from that prescribed in Schedule II, they are based on management estimate, taking into account the nature of
the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated
technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the
Group assesses, whether an asset may be capitalized and which components of the cost of the asset may be capitalised.
The useful lives and residual values of Group’s assets are determined by management at the time the asset is acquired
and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as
anticipation of future events which may impact their life such as changes in technology.
c Provisions and contingent liabilities

The Group exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related
to pending litigation or other outstanding claims subject to negotiated settlement, mediation, arbitration or government
regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim
will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent
uncertainty in this evaluation process, actual losses may be different from the originally estimated provision.
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT

(` in lakhs)
Carrying
Value
2018 2019 2018 Year 2019 2019
Freehold land 2.00 - - 2.00 - - - - 2.00
Leasehold land 55,87.47 11.66 - 55,99.13 1,55.48 56.10 - 2,11.58 53,87.55
Freehold buildings 25,37.16 29.43 - 25,66.59 1,30.42 52.75 - 1,83.17 23,83.42
Leasehold buildings 39,76.81 33,67.71 - 73,44.52 4,40.97 2,97.46 - 7,38.43 66,06.09
Furniture and fixtures 6,96.54 1,25.37 26.30 7,95.61 3,05.31 1,00.43 13.09 3,92.65 4,02.96
Vehicles 15,05.12 2,59.12 3,24.40 14,39.84 5,79.80 3,03.50 2,09.35 6,73.95 7,65.89
Office equipment 4,06.17 1,28.45 11.08 5,23.54 2,17.52 84.66 7.18 2,95.00 2,28.54
Total 329,31.89 154,64.93 4,09.95 479,86.87 79,19.22 38,69.37 2,46.98 115,41.61 364,45.26

Carrying
Value
2017 2018 2017 Year 2018 2018
Freehold land 2.00 - - 2.00 - - - - 2.00
Leasehold land 55,87.47 - - 55,87.47 99.46 56.02 - 1,55.48 54,31.99
Freehold buildings 24,66.11 77.10 6.05 25,37.16 86.68 43.98 0.24 1,30.42 24,06.74
Leasehold buildings 37,57.25 2,19.60 0.04 39,76.81 2,30.74 2,10.24 0.01 4,40.97 35,35.84
Furniture and fixtures 6,80.89 27.67 12.02 6,96.54 2,00.44 1,08.99 4.12 3,05.31 3,91.23
Vehicles 11,71.81 4,60.71 1,27.40 15,05.12 3,75.12 2,71.96 67.28 5,79.80 9,25.32
Office equipment 3,62.72 47.35 3.90 4,06.17 1,64.21 55.09 1.78 2,17.52 1,88.65
Total 299,08.58 32,02.94 1,79.63 329,31.89 46,37.63 33,84.09 1,02.50 79,19.22 250,12.67
Note:-
(a) Plant and equipment includes computers
Capital work-in-progress:
(` in lakhs)
March 31, 2019 March 31, 2018
Opening Balance 922,89.71 573,21.68
Additions 234,39.64 383,83.57
Less:
Capitalisation (154,64.93) (32,02.94)
Write off - (2,12.60)
Closing Balance 1002,64.42 922,89.71
Capital work-in-progress as at March 31, 2019 and March 31, 2018 mainly comprise the ongoing investments in the new
greenfield manufacturing factory being constructed at Bengaluru.

NOTE 4 : INVESTMENT PROPERTY

(` in lakhs)
Particulars As at As at
March 31, 2019 March 31, 2018
Opening gross carrying amount/ Deemed cost 2,26.41 6,15.32
Additions - -
Transfer* - (3,88.91)
Closing gross carrying amount 2,26.41 2,26.41
Accumulated Depreciation
Opening Accumulated Depreciation 48.32 80.88
Depreciation 14.38 25.27
Transfer* - (57.83)
Closing Accumulated Depreciation 62.70 48.32
Net carrying amount 1,63.71 1,78.09
* Freehold Land and Building at Thane has been transferred to assets held for sale (Refer Note 16).
(i) Amounts recognised in the Statement of Profit and Loss for investment property
(` in lakhs)
March 31, 2019 March 31, 2018
Depreciation (14.38) (25.27)
Total amount recognised in the Statement of Profit and Loss (net) 33.62 45.83
(ii) Premises given on operating lease
The Group had an apartment given on operating lease on cancellable terms which has been sold during the year, the
carrying value of which was nil. Rental income of ` 48.00 lakhs (Previous Year: 71.10 lakhs) is disclosed under Other
Income.
(iii) Estimation of fair value

The Group has three properties (March 31, 2018: four properties) that have been considered as Investment Properties.
These comprise of three vacant land sites (March 31, 2018: three vacant land sites) that are not in operational use at
present. In the previous year it included an apartment that was leased at commercial rates which has been sold during the
current year.
In the view of the management, the fair market value of the land sites is not reliably measurable as there are very few
recent transactions of comparable composition of these properties in the market. Further, the fair market value will be
subject to numerous municipal deductions dependent upon the current use and intended use of the property. Based on the
above, it is not possible to ascertain and disclose the range of fair market value. The estimated Ready Reckoner value at
year end, based on latest published data and on current stated use, totals `327,66.26 lakhs (March 31, 2018: ` 335,61.00
Lakhs). Ready Reckoner rates are the prices of residential property, land or commercial property for a given area that is
published and regulated by the respective State Governments as a guide towards payment of stamp duty at the time of
transaction. The Ready Reckoner Value is regarded as a gross value and does not represent the underlying fair market
value of the properties. The Group will further detail the fair value of its investment properties upon entering a committed
Agreement with a third party, unless an alternative reliable estimate of the fair value is attainable.
NOTE 5 : INTANGIBLE ASSETS

(` in lakhs)
Carrying
Value
2018 31, 2019 2018 31, 2019 31, 2019
Intangible Assets
Software 76,57.40 2,61.14 - 79,18.54 3,89.22 9,75.32 - 13,64.54 65,54.00
Total 76,57.40 2,61.14 - 79,18.54 3,89.22 9,75.32 - 13,64.54 65,54.00

Carrying
Value
2017 31, 2018 2017 31, 2018 31, 2018
Intangible Assets
Software - 76,57.40 - 76,57.40 - 3,89.22 - 3,89.22 72,68.18
Total - 76,57.40 - 76,57.40 - 3,89.22 - 3,89.22 72,68.18
Intangible assets under development:

(` in lakhs)
March 31, 2019 March 31, 2018
Opening Balance - 32,24.73
Additions 2,61.14 44,32.67
Less:
Capitalisation (2,61.14) (76,57.40)
Closing Balance - -
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 6 : INVESTMENTS
In Unquoted Equity Instruments (Measured at Fair Value through OCI)
Biotech Consortium India Limited 5.00 5.00
50,000 Equity Shares of ` 10 each fully paid
Dinette Exclusive Club Private Limited 0.50 0.50
500 Equity Shares of ` 100 each fully paid
Other Unquoted Investments (Measured at Amortised cost)
National Savings Certificate (Lodged with Government authorities) 0.17 0.17
5.67 5.67
Aggregate of Unquoted Investments 5.67 5.67

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 7 : NON-CURRENT FINANCIAL ASSETS - LOANS
Advances Recoverable 26.56 26.57
11,83.88 14,98.89
NOTE 8 : NON-CURRENT FINANCIAL ASSETS - OTHERS

Margin money / Deposit against bank guarantee 4,06.30 27.76
4,06.30 27.76
NOTE 9 : OTHER NON-CURRENT ASSETS
Capital advances 3,85.83 13,25.67
Less : Allowance for doubtful advances (2,83.17) (3,74.24)
1,02.66 9,51.43
Sundry Deposits 43,11.29 42,07.69
Remittances in transit (Refer Note 42 (iii)) - 5.92
Others 3,77.85 4,41.24
76,41.56 92,43.26
NOTE 10 : INVENTORIES (AT LOWER OF COST OR NET

REALISABLE VALUE)
Raw and Packing materials 115,53.92 103,21.08
Finished goods 174,06.81 148,18.01
Stock-in-trade (includes in-transit as on March 31, 2019: 10,58.70 lakhs; March 31, 171,54.28 222,31.21
2018: 8,43.61 lakhs)
Stores and spares 3,25.36 3,70.63
486,49.35 500,18.33
The cost of inventories recognised as an expense during the year ended March 31, 2019 is ` 2.10 lakhs (March 31, 2018:
` 1,43.17 lakhs) in respect of write-downs of inventory to net realisable value.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 11 : TRADE RECEIVABLES
Unsecured, Considered good 120,48.73 146,95.89
Receivables which have significant increase in Credit Risk (Refer Note 50 C) 15,26.94 15,68.97
Less : Allowance for doubtful receivables (15,26.94) (15,68.97)
120,48.73 146,95.89
During the year ended March 31, 2019 the Group has reversed the allowance for doubtful debts by ` 42.03 lakhs (Previous
Year: additional allowance for doubtful debts created ` 67.75 lakhs).
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 12 : CASH AND CASH EQUIVALENTS
Balances with Banks:
Current account 61,48.21 91,09.18
Term deposit with original maturity period of less than three months 30,03.00 110,01.00
98,77.66 201,10.18
NOTE 13 : BANK BALANCES OTHER THAN CASH AND CASH

EQUIVALENTS
Earmarked Balances:
Unpaid dividend accounts 22,25.03 23,34.69
Term deposit with original maturity period of more than three months but less than 1049,01.45 1069,01.45
twelve months
Margin money 1,30.44 2,94.74
1072,56.92 1095,30.88
NOTE 14 : CURRENT FINANCIAL ASSETS - OTHERS

Interest accrued on deposits with banks 22,49.38 21,88.30
89,96.64 58,12.34
NOTE 15 : OTHER CURRENT ASSETS

Advance to Creditors 27,77.55 28,71.31
Sundry advances 200.03 658.46
Import advances - 1,12.84
Prepayments and Prepaid Expenses 11,13.02 10,66.07
Others 8,32.47 5,85.76
137,84.19 179,79.46
NOTE 16 : ASSETS CLASSIFIED AS HELD FOR SALE
Freehold Land and Building (Refer Note (a) below) 3,31.08 3,31.08
Plant and Machinery (Refer Note (b) and (c) below) 1.63 1,62.66
3,32.71 4,93.74
Notes:-
(a) The amount is the Written Down Value of the property at Thane which is being sold and advance received against such
has been classified as Current Liability, as documents for sale of property are yet to be executed. The transfer will conclude
after obtaining all relevant statutory and other approvals / consents / permissions as required in law (Refer Note 24).
(b) The amount includes Plant and Machinery from Mysore and Bangalore site held for sale.
(c) During the year plant and machinery of ` 29.75 Lakhs at Nashik have been transferred to asset held for sale from property,
plant and equipment.

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 17 : EQUITY SHARE CAPITAL
Authorised
18,00,00,000 (March 31, 2018: 9,00,00,000) equity shares of `10 each 180,00.00 90,00.00
Issued
16,94,15,420 (March 31, 2018: 8,47,07,710) equity shares of `10 each 169,41.54 84,70.77
Subscribed and Paid-Up
16,94,06,034* (March 31, 2018: 8,47,03,017) equity shares of `10 each, fully paid 169,40.60 84,70.30
up
169,40.60 84,70.30
* excludes 9,386 (March 31, 2018: 4,693) equity shares of `10 each of the Company (3,352 equity shares of ` 10 each of
erstwhile Burroughs Wellcome (India) Limited) held in abeyance.
The Parent has allotted 8,47,03,017 fully paid up equity shares of ` 10/- each during the quarter ended September 30, 2018
pursuant to a bonus issue in 1:1 ratio approved by shareholders through postal ballot. The bonus shares were issued by
capitalisation of profits transferred from general reserve. Record date fixed by the Company was September 13, 2018. The
earnings per share have been adjusted for previous periods presented in accordance with Ind AS - 33 ‘Earnings per share’.

Shares Shares
a) Reconciliation of the number of shares
Balance at the beginning of the year 84,703,017 84,70.30 84,703,017 84,70.30
Bonus shares issued during the year 84,703,017 84,70.30 - -
Balance at the end of the year 169,406,034 169,40.60 84,703,017 84,70.30
b) Rights, preferences and restrictions attached to equity shares:

The Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are
eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their
shareholding.
c) Shares held by subsidiaries of ultimate holding company in aggregate

Shares Shares
Equity shares of `10 each (representing 75.00% of total 127,054,524 127,05.46 63,527,262 63,52.73
shareholding)
d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company:

Number of % Number of %
Shares Shareholding Shares Shareholding
Glaxo Group Limited, U.K. 60,970,500 35.99% 30,485,250 35.99%
GlaxoSmithKline Pte Limited, Singapore 47,604,024 28.10% 23,802,012 28.10%
Eskaylab Limited, U.K. 11,760,000 6.94% 5,880,000 6.94%
Life Insurance Corporation of India 10,768,929 6.36% 5,424,940 6.40%
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 18 : OTHER EQUITY
Capital redemption reserve 2,62.00 2,62.00
General reserve 778,50.29 863,20.59
Capital reserve 1,70.97 1,70.97
Retained earnings (Including Other Comprehensive Income) 1187,59.06 1105,09.03
1970,42.32 1972,62.59
NOTE 19 : NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS

Unsecured
Interest free deferred sales tax incentive 17.70 58.30
17.70 58.30
Terms of repayment
Interest free deferred sales tax incentive as at March 31, 2019 of ` 58.30 lakhs (March 31, 2018: ` 98.90 lakhs) availed under
the 1993 Sales Tax Deferment Scheme which is repayable in six instalments as at March 31, 2019 (March 31, 2018 - nine
instalments) and closing on April 30, 2021. The current maturity amount as at March 31, 2019 is ` 40.60 lakhs (March 31, 2018:
` 40.60 lakhs) of the loan has been disclosed under Note 23.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 20 : NON-CURRENT FINANCIAL LIABILITIES - OTHERS
Other non-current financial liabilities 0.72 0.72
2,20.82 2,25.82

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 21 : NON-CURRENT PROVISIONS
For Pricing matters (Refer Note 41, 43 and 26) 123,96.15 123,96.15
Gratuity 79,67.51 72,87.84
For divestment / restructuring (Refer Note 26) 12,02.83 12,02.83
314,77.70 287,44.89
NOTE 22 : TRADE PAYABLES

Due to Micro and Small Enterprises (Refer Note 45) 4,28.23 7,30.78
Due to others 401,53.25 498,54.74
405,81.48 505,85.52
NOTE 23 : CURRENT FINANCIAL LIABILITIES - OTHERS

Current Maturity of Interest free deferred sales tax incentive (Refer Note 19) 40.60 40.60
Unclaimed dividends * 22,25.03 23,34.70
Salaries, wages, bonus and employee benefits payable 117,33.52 93,41.84
Security deposits received 10.00 -
231,21.94 267,10.69
* There are no amounts due and outstanding to be credited to Investor Education
and Protection Fund
NOTE 24 : OTHER CURRENT LIABILITIES

Statutory dues including provident fund and tax deducted at source 15,06.47 19,91.57
Advance from Customers 4,42.72 3,32.93
Advance received towards disposal of land (Refer Note below) 552,00.00 552,00.00
571,49.19 575,24.50
Note:-
During the previous year, the Group has received the money in advance towards disposal of Thane Land. The transfer will
conclude after obtaining all relevant statutory and other approvals / consents / permissions as required in law (Refer Note 16).
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
NOTE 25 : CURRENT PROVISIONS
For rationalisation relating to a manufacturing site (Refer Note 26) 31.43 31.43
For expected sales returns (Refer Note 26) 40,16.44 41,83.28
92,36.06 97,57.38
NOTE 26 : MOVEMENT IN PROVISIONS

(` in lakhs)
Particulars Rationalisation Pricing Long term Divestment / Expected Others
relating to a matters Incentive Restructuring Sales
manufacturing [Refer Plan [Refer note Returns
site note [Refer note [Refer
[Refer note (i)] (ii)] (iii)] (ii)] note (iv)]
Add: Provision during the year - - 3,90.15 - 63.50 20,06.93
Less: Amounts utilised/reversed during the year - - 5,62.87 - 2,30.34 7,76.76
Add: Provision during the year - - 7,35.04 - 38,04.89 50,83.11
Less: Amounts utilised/reversed during the year 16.02 - 3,52.45 - 34,36.59 2,26.20
Notes:
(i) Rationalisation relating to a manufacturing site: This represents an estimated amount of cost required to be incurred to
rationalise closed manufacturing site of the Group which it expects to utilise as and when actual costs are incurred. It is
expected to be utilised within 12 months from the end of the year.
(ii) Pricing matters, Divestment/ Restructuring and other matters: Provision for pricing matters, Divestment/ Restructuring
and other matters made for probable liabilities/ claims arising out of pending dispute, litigations/ commercial transactions
with statutory authorities/ third parties. The outflow with regard to the said matters depends on the exhaustion of remedies
available to the Group under the law and hence the Group is not able to reasonably ascertain the timing of the outflow.
Also refer notes 41, 42, 43 and 44.
(iii) Long term incentive plan: Refer note 54.
(iv) Expected sales returns: This represents provision made for expected sales returns. Revenue is adjusted for the expected
value of returns. It is expected to be utilised within 12 months from the end of the year.

(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 27 : REVENUE FROM OPERATIONS
A. Sale of products (including excise duty)
Sale of products 3089,48.40 2819,79.99
3089,48.40 2819,79.99
Consequent to the introduction of Goods and Service Tax (GST) with effect
from July 01, 2017, Central Excise, Value Added Tax (VAT) etc. have been
subsumed under GST. In accordance with Ind AS 115 on Revenue and
Schedule III of the Companies Act 2013, unlike Excise Duties, levies like GST,
VAT etc. are not part of Revenue. Accordingly, the figures for the year ended
March 31, 2019 are not comparable with the previous year.
B. Other operating revenue

Service income 25,20.04 62,05.80
Consignment sales commission - 13.17
Manufacturing charges recovery 9,22.62 10,38.19
Others 4,20.82 3,27.63
38,63.48 75,84.79
Total Revenue from operations (A + B) 3128,11.88 2895,64.78
C. Revenue from contracts with customers disaggregated based on geography

3128,11.88 2895,64.78
D. Reconciliation of gross revenue with revenue from contracts with customers

Gross revenue 3242,05.25 3018,70.24
Less: Trade discounts, Volume rebates, etc. 113,93.37 123,05.46
Net revenue recognised from contracts with customers 3128,11.88 2895,64.78
NOTE 28 : OTHER INCOME

Interest income on:
Deposits with banks 67,11.02 52,15.89
Income Tax Refund 9,90.77 -
Loans 20.26 24.08
Others 5.87 19.37
Gain on disposal of Property, Plant and Equipment (net) 1,41.39 -
Liabilities Written Back payable to a group Compay 23,14.00 -
Others 0.41 1,23.05
102,31.72 54,54.36
(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 29 : COST OF MATERIALS CONSUMED
Cost of materials consumed 686,57.04 510,81.76
686,57.04 510,81.76
NOTE 30 : C HANGES IN INVENTORIES OF FINISHED GOODS,

STOCK-IN-TRADE AND WORK-IN-PROGRESS
Opening stock
Finished goods 148,18.01 157,50.37
Stock-in-trade 222,31.21 144,49.62
393,26.62 335,33.90
Less: Closing stock
Finished goods 174,06.81 148,18.01
Stock-in-trade 171,54.28 222,31.21
367,70.07 393,26.62
25,56.55 (57,92.72)
NOTE 31 : EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 478,26.63 458,88.58
Contributions to : Provident and pension funds (Refer Note 39) 24,06.65 23,75.18
Gratuity funds (Refer Note 39) 12,46.93 22,69.11
Staff welfare expense 22,39.38 18,06.98
537,19.59 523,39.85
NOTE 32 : FINANCE COSTS

On Security deposits 22.19 14.83
Others 33.24 4.08
55.43 18.91
NOTE 33 : DEPRECIATION AND AMORTIZATION EXPENSE

On Property, Plant and Equipment (Refer Note 3) 38,69.37 33,84.09
On Investment Properties (Refer Note 4) 14.38 25.27
On Other Intangible assets (Refer Note 5) 9,75.32 3,89.22
48,59.07 37,98.58

(` in lakhs)
March 31, 2019 March 31, 2018
NOTE 34 : OTHER EXPENSES
Sales promotion 120,36.40 81,71.34
Stock point commission 19,49.41 17,61.34
Freight 62,95.36 55,05.50
Travelling 74,29.86 68,40.66
Loss on disposal of Property, plant and equipment (net) - 2,42.50
Exchange loss (net) 4,37.33 6,25.62
Manufacturing charges 86,49.79 86,52.84
Repairs:
Buildings 6,18.15 4,46.32
Plant and Machinery 14,63.48 13,43.60
20,81.63 17,89.92
Consumption of stores and spares 8,23.35 6,11.87
Power, fuel and water 27,93.93 26,43.85
Rent 34,42.21 35,11.89
Rates and taxes 7,86.43 35,31.71
Printing, postage and telephones 9,72.77 9,12.70
Sales training, briefing and conference 22,47.41 17,56.83
Insurance 4,37.59 3,74.96
Statutory audit fees (Refer Note (a) and (d) below) 88.00 79.00
In other capacity in respect of :
Tax audit fees 6.00 6.00
Other services (Refer Note (b) below) - 8.95
Reimbursement of expenses (Refer Note (c) below) 3.75 2.55
97.75 96.50
Cost audit fees 10.47 6.87
Corporate social responsibility (Refer Note 37) 10,40.08 10,75.44
Commission to non whole-time Directors 1,50.00 73.96
Directors' sitting fees 57.84 65.00
Legal and professional fees 22,27.43 32,74.37
Miscellaneous 66,99.82 61,61.43
Reimbursement of expenses (net) (Refer Note 36) 25,42.76 24,07.29
632,09.62 600,94.39
Notes:-
(a) For the year ended March 31, 2018, this amount includes ` 5.50 lakhs towards remuneration of previous auditor Price
(b) For the year ended March 31, 2018, this amount includes ` 8.25 lakhs towards other services of previous auditor Price
(c) For the year ended March 31, 2018, this amount of ` 2.55 lakhs is towards reimbursement of expenses of previous auditor
Price Waterhouse & Co Bangalore LLP.
(d) For the year ended March 31, 2019, this amount includes ` 9.00 lakhs towards additional billing done on account of cost
over-runs for the previous year.
35 The recurring expenditure on research and development charged off to revenue amounts to ` 2,32.66 lakhs (Previous
Year: ` 2,25.22 lakhs)
36 Reimbursement of expenses (net) are towards the value of costs apportioned, in accordance with the agreements on
allocation of expenses with the Group companies.
37 Expense towards activities relating to Corporate Social Responsibility in compliance with section 135 of the Companies
Act, 2013 is as under:
(` in lakhs)
March 31, 2019 March 31, 2018
a) Amount spent
(i) Construction/ acquisition of the asset - -
(ii) On purposes other than (i) above 10,94.36 11,31.69
Total amount spent 10,94.36 11,31.69
The above includes allocation of `54.28 lakhs (Previous Year ` 56.25 lakhs)
towards Corporate Social Responsibility which are shown under Employee
Benefits Expenses in note 31.
(b) Gross amount required to be spent by the Group 10,85.73 11,30.48
NOTE 38 : EXCEPTIONAL ITEMS

(` in lakhs)
March 31, 2019 March 31, 2018
Profit on sale of property 43,39.13 17,54.48
Sale of Brands 5,38.53 3.79
Redundancy Costs (Refer Note below) (20,07.75) -
Others - 21.58
28,69.91 17,79.85
Note:-
` 20,07.75 Lakhs is on account of restructuring of the commercial and manufacturing organisation.

NOTE 39 : EMPLOYEE BENEFIT OBLIGATIONS

The Group obtained actuarial reports as required by IND AS 19 (Employee Benefits) based on which disclosures have been
made in the financial statement for the year ended March 31, 2019. The disclosures as required by the IND AS 19 are as below.
(i) Defined Contribution Plan

The Group’s defined contribution plans are superannuation and employees’ pension scheme (under the provisions of the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952). The obligation of the Group is limited to the amount
contributed and it has no further contractual nor any constructive obligation.
(` in lakhs)
March 31, 2019 March 31, 2018
Charge to the Statement of Profit and Loss based on contributions:
Superannuation 5,44.61 5,45.56
Employees' pension scheme 5,76.63 6,20.29
(ii) Defined Benefit Plan

Gratuity
The Group makes annual contributions to an income tax approved irrevocable trust gratuity fund to finance the plan liability,
a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of Gratuity
Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Post - Retirement medical benefit

The Group earmarks liability towards unfunded Post - Retirement medical benefit and provides for payment to vested
employees. The benefits under the plan are in form of a medical benefit paid to employees post their employment with the
Group.
Provident Fund
The liability of the Group on the exempt Provident Fund managed by the trustees is restricted to the interest shortfall if any.
Leave Encashment and compensated absences

The scheme is a non-contributory defined benefit arrangement providing benefits expressed in terms of a multiple of final
monthly salary. The liability for leave encashment and compensated absences as at year end is ` 32,51.00 lakhs. (March
31, 2018: ` 27,41.74 lakhs).
Based on the actuarial valuations obtained, the following table sets out the status of the gratuity plan, post retirement
medical benefits and provident fund and the amounts recognised in the Financial Statements as at balance sheet date:
(` in lakhs)
medical medical
and other and other
benefits benefits
(i) Change in Defined Benefit Obligation
Opening defined benefit obligation 92,67.21 37,51.20 501,16.98 75,96.54 41,82.18 449,05.18
Amount recognised in Statement of profit and
loss/Capitalised
Interest cost 6,78.68 2,73.47 38,41.05 5,26.23 2,85.55 32,19.89
13,72.14 2,98.25 51,93.23 23,96.83 3,47.61 45,03.02
income
Actuarial loss / (gain) arising from:
Financial assumptions 2,40.45 82.50 - (3,47.19) (2,36.17) -
Demographic assumptions (4.57) (94.97) - 1,69.15 (38.78) -
Experience adjustment 299.37 211.65 (11,37.30) (93.30) (180.11) (4,47.87)
5,35.25 1,99.18 (11,37.30) (2,71.34) (4,55.06) (4,47.87)
Liabilities assumed on acquisition/(settled on (12.53) - (12,34.71) (1.13) - 3,04.79
divestiture)
Benefits paid (14,34.08) (3,65.48) (31,70.88) (4,53.69) (3,23.53) (23,09.87)
Closing defined benefit obligation 97,27.99 38,83.15 532,07.18 92,67.21 37,51.20 501,16.98
(ii) Change in Fair Value of Assets
Opening fair value of plan assets 19,79.37 - 501,16.98 19,72.94 - 449,05.17
Amount recognised in the Statement of Profit - - - - - -
and Loss/Capitalised
Expected return on plan assets 1,25.22 - 38,41.05 1,27.72 - 32,19.89
income
Actuarial gain / (loss) (1,10.03) - (11,37.30) 1,32.40 - (4,47.87)
Contributions by employer 12,00.00 - 13,52.18 2,00.00 - 12,83.13
Assets Acquired on acquisition/(settled on - - (12,34.71) - - 3,04.80
divestiture)
Benefits paid (14,34.08) - (31,70.88) (4,53.69) - (23,09.87)
Closing fair value of plan assets 17,60.48 - 532,07.18 19,79.37 - 501,16.98
Actual return on Plan Assets 15.19 27,03.75 2,60.12 27,72.02

(` in lakhs)
medical medical
and other and other
benefits benefits
(iii) Amount recognised in the Statement of
Profit and Loss
Service Cost:
Net interest expense 5,53.46 2,73.47 - 3,98.51 2,85.55 -
Less : Employee Cost Capitalised for Vemgal - - (66.77) - - (73.80)
Components of defined benefit costs 12,46.92 2,98.25 12,85.41 22,69.11 3,47.61 12,09.33
recognised in the Statement of Profit and Loss
(iv) Amount recognised in Other
Comprehensive Income
Remeasurement on the net defined benefit
liability:
Return on plan assets (excluding amounts (1,10.03) - (11,37.30) 1,32.40 - 4,47.87
included in net interest expense)
Acturial gain / (loss) arising from changes in 4.57 94.97 - (1,69.15) 38.78 -
demographic assumptions
Acturial gain / (loss) arising from changes in (2,40.45) (82.50) - 3,47.19 2,36.17 -
financial assumptions
Acturial gain / (loss) arising from changes in (2,99.37) (2,11.65) 11,37.30 93.30 1,80.11 (4,47.87)
experience adjustments
Components of defined benefit costs (6,45.28) (1,99.18) - 4,03.74 4,55.06 -
recognised in Other Comprehensive Income
(v) Amount recognised in the Balance Sheet
Present value of obligations as at year end 97,27.99 38,83.15 532,07.18 92,67.21 37,51.20 501,16.98
Fair value of plan assets as at year end 17,60.48 - 532,07.18 19,79.37 - 501,16.98
Net (asset) / liability recognised as at year end 79,67.51 38,83.15 - 72,87.84 37,51.20 -
(vi) The major categories of plan assets are as
follows:
Government of India Securities 47% 46% 52% 46%
Corporate Bonds 41% 44% 36% 46%
Special Deposit Scheme 0% 0% 0% 0%
Others 12% 10% 12% 8%
(vii) Principal actuarial assumptions used
Discount rate (p.a.) 7.50% 7.50% 7.50% 7.70% 7.70% 7.70%
Expected rate of return on plan assets (p.a.) 7.50% 9.12% 13.00% 9.02%
Salary escalation rate 5.00% - 5.00% -
7.00% 7.00%
Annual increase in health care premiums (p.a.) 5% 5%
(viii) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.

March 31, 2019 March 31, 2018
Increase Decrease Increase Decrease
Discount rate (0.5% movement) - Gratuity -3.99% 4.29% -3.94% 4.23%
Future salary growth (0.5% movement) - Gratuity 3.85% -3.67% 3.84% -3.67%
Discount rate (0.5% movement) - Post retirement medical -5.27% 5.82% -5.30% 5.85%
benefit
Health care cost rate (1% movement) 10.73% -8.89% 10.74% -8.89%
Life expectancy +/- 1 year 2.42% -2.76% 2.37% -2.46%
The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and
assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur.
When one variable is changed, it affects others. In calculating the sensitivity, project unit credit method at the end of the
reporting period has been applied.
Expected contribution to post employment benefit plans for the year ended March 31, 2020 is ` 79,67.52 lakhs (March 31,
2019: ` 2,00.00 lakhs)
The weighted average duration of defined benefit obligation is 8.27 years (March 31, 2018: 8.17 years)
The expected maturity analysis of un-discounted Gratuity and Post employment medical benefits is as below:
(` in lakhs)
Total 12,34.10 10,94.30 35,67.55 167,07.70 226,03.65
(` in lakhs)
Total 11,09.21 10,06.61 35,70.93 278,52.10 335,38.85

NOTE 40 : CONTINGENT LIABILITIES AND COMMITMENTS

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
A. Contingent Liabilities not provided for:
(i) Cheques discounted with banks 1,05.60 4,70.84
(ii) In respect of claims made against the Group not acknowledged as debts
by the Group
(a) Sales tax matters 148,17.18 146,95.91
(b) Excise and custom matters 7,30.36 7,30.36
(c) Service tax matters 1,29.20 1,29.20
(d) Labour matters 77,02.05 74,94.76
(e) Other legal matters 25,57.52 25,57.52
(f) Other matters 23,14.00 -
which net of current tax amount to - 183,78.52 166,59.38
(iii) Income-tax matters in respect of which appeals are pending
Tax on matters in dispute 248,45.27 240,28.19
(iv) Gurantee given to the Custom Authorities 2,00.00 2,00.00
Notes:
Future cash outflows in respect of (i) above are dependant on the return of
cheques by banks.
Future cash outflows in respect of (ii) above are determinable on receipt of
decisions / judgements pending with various forums / authorities, hence it is
not practicable for the Group to estimate the timing of cash outflow, if any.
The Group does not expect any reimbursement in respect of above contingent
liabilities.
B. Commitments
(i) Estimated amount of contracts (net of advances) remaining to be 60,71.85 67,06.83
executed on capital account and not provided for (Refer Note (a) below)
(ii) Uncalled liability on partly paid shares:
- in Hill Properties Limited 0.04 0.08
Note:
Future cash outflow is dependent on the call to be made by Hill Properties
Limited.
Note
(a) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for as at
March 31, 2019 mainly comprise the ongoing investments in the new greenfield manufacturing factory being constructed
at Bengaluru and corporate office renovations and as at March 31, 2018 mainly comprise the ongoing investments in the
new greenfield manufacturing factory being constructed at Bengaluru.
(b) The Group, based on legal opinion, is of the view that the Ruling issued on February 28, 2019 by the Honourable Supreme
Court, clarifying the definition of basic wages under The Employees’ Provident Funds and Miscellaneous Provisions Act,
1952 is applicable from the date of the said Ruling. Accordingly, the Group has given effect to the said Ruling on a
prospective basis. The impact determined on a prospective basis is insignificant.
41 The demand of ` 71,79 lakhs made by the Central Government on the GlaxoSmithKline Pharmaceuticals Limited
(“the Company”) in respect of Betamethasone bulk drugs and formulations made therefrom during the period May 1981 to
August 1987 has been under litigation for a period spanning nearly 30 years. Pursuant to the special leave petition of the
Central Government in the Supreme Court of India against the Delhi High Court’s Judgment and Order dated October 19,
2001 which was held in favour of the Company, the Supreme Court has, vide its Judgement and Order dated March 31,
2011, upheld the demand. The Company had accrued a liability of ` 18,68 lakhs in earlier years and a further provision of
` 53,11 lakhs was accrued in 2011.
Based on legal advice, the Company has filed an Application in the Supreme Court seeking, inter alia, clarifications on
some aspects of the Judgement and directions for recomputation of the demand. Simultaneously, the Company without
prejudice to and subject to the outcome of the Application filed in the Supreme Court, has tendered as a further deposit,
an amount of ` 63,60 lakhs, which together with the amount of ` 8,19 lakhs previously deposited with the Government,
aggregates the demand of ` 71,79 lakhs made by the Government in November 1990. The Company filed a Review
Petition in the Supreme Court which was rejected in March 2012.
In October 1996, the Government had claimed interest of ` 117,66 lakhs for the period May 12, 1981 to October 17,
1996, for which no provision was made in earlier years. The Government has vide letter dated May 4, 2011 called upon
the Company to discharge the entire liability, including upto date interest calculated at 15% p.a., and has vide letter
dated October 10, 2011, raised a demand on the Company for the interest amount amounting to ` 247,44 lakhs. Without
prejudice to the position that interest is not payable, the Company has recognized a provision of ` 247,44 lakhs in respect
of the Government’s claim for interest in 2011. The Company has filed a writ petition at Delhi High Court against the above
demand which has been admitted. The Company also filed stay applications which have been dismissed and has filed a
Special Leave Petition (SLP) before the Supreme Court for stay of the interest demand until final determination of the writ
petition filed in the Delhi High Court. The Supreme Court on hearing the above SLP, passed an order on April 3, 2012. The
said order stayed the Demand Notice dated October 10, 2011 during the pendency of the writ petition at the Delhi High
Court subject to the Company depositing ` 136,82 lakhs in three equal installments within six month’s time from the date
of order. All three instalments have been deposited with the Government as of date. The Supreme Court, vide its order
dated October 5, 2012, directed the Delhi High Court to dispose of the writ petition as expeditiously as possible. After the
arguments given by the Company’s counsel on July 6, 2018, January 22, 2019, March 26, 2019 and May 16, 2019, the
matter has been adjourned by the Delhi High Court to July 18, 2019.
NOTE 42 : MATTERS IN RESPECT OF ERSTWHILE BURROUGHS WELLCOME (INDIA) LIMITED (BWIL):

(i) The Government of India, Ministry of Chemicals and Fertilisers, New Delhi, passed a final order on July 21, 1993,
directing erstwhile BWIL to pay an amount of ` 1,91.15 lakhs along with interest due thereon from the date of default
into the Drugs Prices Equalisation Account (DPEA) in respect of a bulk drug procured by erstwhile BWIL during the
period April 1981 to April 1983.
Erstwhile BWIL filed a writ petition in August 1993 which was admitted by the Bombay High Court. After hearing both
the parties, the High Court granted an interim injunction restraining the Government of India from taking any action
in furtherance of and/or implementation of the order dated July 21, 1993 or from in any manner seeking to compel
erstwhile BWIL to deposit any amount into the DPEA, pending the hearing and final disposal of the petition on the
condition that erstwhile BWIL furnishes a bank guarantee for ` 2,00 lakhs from a nationalised bank and undertakes
to pay the amount demanded with interest at the rate of 20% per annum in case the petition fails.
Erstwhile BWIL had accordingly furnished the required bank guarantee. If calculated on the basis of correct data,
taking into account set offs claimable for earlier years for which data has been provided by erstwhile BWIL, no
amount will be payable by the Company and accordingly no provision in that respect is considered necessary. The
Company’s stand that the demand is not sustainable has been confirmed by an eminent counsel. The Government of
India’s application in the Supreme Court praying that the writ petition be transferred to the the Supreme Court from the
Bombay High Court was not allowed and the Company’s writ petition will now be heard by the Bombay High Court.
(ii) Erstwhile BWIL had made an application to the Government of India for approval under Section 198(4) of the
Companies Act, 1956, in respect of payment to the Managing Director and three whole time Directors amounting to

` 10.93 lakhs for the year ended August 31, 1986, which was in accordance with the minimum remuneration provided
in the agreements entered into with them prior to erstwhile BWIL becoming public, which required such Government
of India’s sanction. The approval is still awaited.
(iii) Remittances in transit represented monies deposited by customers in favour of erstwhile BWIL with banks in Zambia
- ` 0.31 lakhs and in Tanzania - ` 5.61 lakhs, the remittance of which is pending clearance of the authorities in those
countries, which have been written off in the current year.
43. Biddle Sawyer Limited (BSL) received a letter dated August 20 / 24, 1998 from the Central Government demanding an
amount of ` 4,40.80 lakhs comprising ` 1,42.74 lakhs in respect of prices relating to Salbutamol formulations during the
period April, 1979 to December, 1983 with interest thereon amounting to ` 2,98.05 lakhs upto July 31, 1998. BSL had been
legally advised that the demand of ` 1,42.74 lakhs is not sustainable and it, therefore follows that the interest demand also
cannot be sustained. The total demand has been challenged by BSL in a Writ Petition filed in the Bombay High Court. The
Bombay High Court has granted an interim stay of the demand, subject to the Company depositing 50% of the principal
amount. Accordingly, the Company has deposited an amount of ` 71.50 lakhs with the Government on May 3, 1999. This
is a normal interim order passed by the High court in such matters and does not in any way reflect upon the merits or
otherwise of the case. The amount will be refunded if BSL succeeds at the final hearing of the matter. The Government’s
application in the Supreme Court praying that this writ petition be transferred to the Supreme Court from the Bombay High
Court was not allowed and BSL’s writ petition will now be heard by the Bombay High Court.
NOTE 44 : MATTERS IN RESPECT OF ERSTWHILE SMITHKLINE BEECHAM (INDIA) LIMITED:

(i) ` 1,44.44 lakhs received from Beckman Instruments International S.A. on account of disputed alleged additional
commission has been included under non-current provisions and Income tax paid thereon aggregating ` 64.77
lakhs has been included under other non-current assets. The Company is contesting the matter with the concerned
authorities.
(ii) Refund of surtax ` 96.81 lakhs, and interest thereon amounting to ` 48.52 lakhs, received during 1994, have not
been adjusted against the provision for tax in the books of accounts and recognised as income respectively, since the
Income tax department had filed a reference application against the income tax tribunal’s order which was pending
before the High Court of Karnataka. The Company has received an order dated April 18, 2007 from the High Court
of Karnataka which is partially in the Company’s favour. On the basis of the aforesaid order, Income Tax Appellate
Tribunal (ITAT), Bangalore will pass an order giving directions. On receipt of the ITAT order, the Company will take
appropriate steps in the matter.
NOTE 45 : DISCLOSURES AS REQUIRED BY MICRO, SMALLAND MEDIUM ENTERPRISES DEVELOPMENT

ACT, 2006 ARE AS UNDER:
(` in lakhs)
March 31, 2019 March 31, 2018
(a) The principal amount and the interest due thereon remaining unpaid to
suppliers
(i) Principal 4,20.83 7,30.78
(ii) Interest due thereon 7.40 1.33
4,28.23 7,32.11
(b) (i) The delayed payments of principal amount paid beyond the appointed 45,23.48 18,88.40
date during the entire accounting year
(ii) Interest actually paid under Section 16 of the Micro, Small and Medium - 14.27
Enterprises Development Act, 2006
(c) (i) Normal Interest accrued during the year, for all the delayed payments, - -
as per the agreed terms
(` in lakhs)
March 31, 2019 March 31, 2018
(ii) Normal Interest payable for the period of delay in making payment, as - -
per the agreed terms
(d) (i) Total Interest accrued during the year 7.40 1.33
(ii) Total Interest accrued during the year and remaining unpaid 7.40 1.33
(e) Amount of estimated interest due and payable for the period from April 1, 2.07 -
2018 to actual date of payment or April 30, 2019, whichever is earlier
The above information regarding Micro, Small and Medium enterprises has
been determined to the extent such parties have been identified on the basis
of information available with the Group.
NOTE 46 : TAX EXPENSE

(a) Amounts recognised in the Statement of Profit and Loss
(` in lakhs)
March 31, 2019 March 31, 2018
Current tax
Current tax on profits for the year 192,82.27 204,33.82
Total current tax expense 192,82.27 204,33.82
Deferred tax
In respect of current year 44,45.36 (14,89.41)
In respect of prior years - 79.74
Adjustment to deferred tax attributable to change in income tax rate - (1,00.21)
Total Deferred tax (benefit) / expense 44,45.36 (15,09.88)
Total tax expense 237,27.63 189,23.94
(b) Amounts recognised in Other Comprehensive Income (OCI)

(` in lakhs)
Before tax Tax Net of tax Before tax Tax Net of tax
(expense) (expense)
/ benefit / benefit
Items that will not be reclassified to the Statement of
Profit and Loss
Remeasurements of the defined benefit plans (8,44.47) 2,95.09 (5,49.38) 8,58.80 (3,00.10) 5,58.70
(8,44.47) 2,95.09 (5,49.38) 8,58.80 (3,00.10) 5,58.70

(c) Reconciliation of effective tax rate

(` in lakhs)
March 31, 2019 March 31, 2018
Tax using GlaxoSmithKline Pharmaceuticals Limited’s domestic tax rate at 223,20.13 181,34.62
34.944%
Tax using the GlaxoSmithKline Pharmaceuticals Limited's domestic tax rate 11,20.22 4,05.67
in terms of Long Term Capital Gain at 23.296%
Tax using the Subsidiary's domestic tax rate at 26% (Previous Year: 25.75%) (1,06.49) (41.66)
Total Tax 233,33.86 184,98.63
Tax effect of amounts which are not deductible / (taxable) in calculating
taxable income:
Corporate social responsibility expenditure 2,54.86 2,48.71
Donations 54.29 71.22
Due to change in income tax rate from 34.608% to 34.944%. - (1,00.21)
Due to change in income tax rate from 25.75% to 26% (0.53) -
Other items 85.15 2,05.59
Total tax Expense 237,27.63 189,23.94
Consequent to the reconciliation items shown above, the effective tax rate is 34.76% (Financial Year 2017-18: 35.05%)
(d) Movement in deferred tax balances

(` in lakhs)
Loss
Deferred tax asset
Provision for Employee Benefits 48,13.66 (26,17.69) 2,95.09 24,91.06
Voluntary retirement schemes 4.99 1,60.42 - 1,65.41
Interest on income tax refund not accounted 22,63.88 - - 22,63.88
but considered as taxable under the Income
Tax Act,1961
Expenses allowable for tax purpose when paid 42,34.13 (11,50.15) - 30,83.98
Total Deferred tax asset 119,92.76 (36,53.93) 2,95.09 86,33.92
Fiscal allowance on Property, Plant and (16,20.34) (7,91.43) - (24,11.77)
Equipment and Other Intangible assets
Deferred tax asset (net) 103,72.42 (44,45.36) 2,95.09 62,22.15
(` in lakhs)
Loss
Deferred tax asset
Provision for Employee Benefits 44,68.08 6,45.68 (3,00.10) 48,13.66
Voluntary retirement schemes 98.49 (93.50) - 4.99
Interest on income tax refund not accounted but 22,42.11 21.77 - 22,63.88
Act,1961
Expenses allowable for tax purpose when paid 31,19.55 11,14.58 - 42,34.13
Total Deferred tax asset 106,25.98 16,66.88 (3,00.10) 119,92.76
Deferred tax asset (net) 91,62.64 15,09.88 (3,00.10) 103,72.42
NOTE 47 : LEASES
(i) The future minimum lease payments under non-cancellable operating leases are as follows:
(` in Lakhs)
Particulars Lease Rental debited Future Minimum As at As at
to Statement of Profit lease Payments March 31, 2019 March 31, 2018
and Loss
Manufacturing Arrangement ` 9,86.10 lakhs Within one year - 9,86.10
with Loan Licensee identified (Previous Year: Later than one year but - -
as operating lease `11,75.55 lakhs) not later than 5 years
Later than 5 years - -
(ii) The details of cancellable operating leases are as follows:

The Group has taken various residential, office, godown premises, machinery and vehicles under operating lease
arrangements. These are cancellable and range between 11 months and 3 years under leave and licence, or longer for
other leases and are renewable by mutual consent on mutually agreeable terms. The Group has given refundable interest
free security deposits under certain agreements. The lease rentals of ` 24,56.11 lakhs (March 31, 2018: ` 23,36.34 lakhs)
have been included under the head Rent under Note 34 in the Statement of Profit and Loss.
NOTE 48 : EARNINGS PER SHARE

March 31, 2019 March 31, 2018
Profit for the year ` in lakhs 445,39.30 350,72.58
Weighted average number of shares Nos. 169,406,034 169,406,034
Earnings per share (Basic and Diluted) ` 26.29 20.70
Face value per share ` 10 10

49 (a) Current tax liabilities are net of taxes paid amounting to ` 1349,74.65 lakhs (March 31, 2018: ` 1349,11.61 lakhs).
(b) Current tax assets (net) represents payments in excess of provisions of ` 2605,42.79 lakhs (March 31, 2018:
` 2445,90.76 lakhs).
NOTE 50 : FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT

A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities including their
levels presented below.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial assets at fair value through OCI (FVTOCI)
Total Investment in Equity Instruments 5.50 5.50
Financial assets at amortised cost
National Savings Certificate 0.17 0.17
Margin money/ Deposit against bank guarantee 4,06.30 27.76
Trade receivables 120,48.73 146,95.89
Cash and cash equivalents 98,77.66 201,10.18
Bank balances other than Cash and cash equivalents 1072,56.92 1095,30.88
Interest accrued on deposits with bank 22,49.38 21,88.30
Total financial assets 1397,70.30 1516,76.11
Financial liabilities at amortised cost
Borrowings 58.30 98.90
Payable to employees 117,33.52 93,41.84
Unclaimed dividends 22,25.03 23,34.70
Trade payables 405,81.48 505,85.52
Total financial liabilities 639,41.94 775,80.33
B. Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the Consolidated Financial Statements.
(a) Financial instruments that are recognised and measured at fair value
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its
financial instruments into the three levels prescribed under the accounting standard.
Level 1 : It includes financial instruments measured using quoted prices
Level 2 :The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial Instruments measured at Fair value (Level 3)
5.50 5.50
The impact of fair valuation of Equity investment is considered as insignificant and hence carrying value and fair value
is considered as same.
(b) Fair value of financial assets and liabilities measured at amortised cost
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Financial assets
National Savings Certificate
Security Deposits
Fair value 11,57.32 14,72.32
Margin money/ Deposit against bank guarantee
Carrying value 4,06.30 27.76
Fair value 4,06.30 27.76
Borrowings
Fair value 2,30.10 2,25.10
The impact of fair valuation of the above Financial assets and liabilities is considered to be insignificant and hence
carrying value and the fair value is considered to be same.

The carrying amounts of Trade receivables, Cash and cash equivalents, Bank balances other than Cash and cash
equivalents, Interest accrued on deposits with bank, Receivable from group companies, Advances recoverable,
Payable to employees, Unclaimed Dividends, Trade payables, Creditors for capital goods, Rationalisation relating to a
manufacturing site and Other Payables are considered to be the same as their fair values due to their short term nature.
C. Financial risk management

The Group has exposure to the following risks arising from financial instruments:
▪ Credit risk ;
▪ Liquidity risk ; and
▪ Market risk

GlaxoSmithKline’s board of directors has overall responsibility for the establishment and oversight of the Group’s
risk management framework. The board of directors has established the Risk Management Committee, which is
responsible for developing and monitoring the Group’s risk management policies. The committee reports regularly to
the board of directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through
its training and management standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Group’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc
reviews of risk management controls and procedures, the results of which are reported to the audit committee.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Group’s receivables from customers.
Trade and other receivables

The Group’s trade receivables are largely from sales made to wholesale customers and direct sales to hospitals with a
smaller proportion of sales to Indian Government Institutions. The Group’s exposure to credit risk is influenced mainly
by the individual characteristics of each customer, demographics of the customer and the default risk of the industry.
The Group manages credit risk through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Group grants credit terms in the normal course of business.
Exposures to customers outstanding at the end of each reporting period are reviewed to determine incurred and
expected credit losses and the Group establishes an allowance for doubtful debts and impairment that represents its
estimate of expected losses in respect of trade receivables. Historical trends of impairment of trade receivables do not
reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Group have
not undergone any substantial change, the Group expects the historical trend of minimal credit losses to continue.
The impairment loss as at March 31, 2019 related to customers that have defaulted on their payments to the Group
and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
In case of receivables from wholesale customers and hospitals, the Group has followed a provision approach
consistent with expected credit loss approach as per Ind AS 109.
Summary of the Group’s ageing of outstanding from various customers and impairment for expected Credit Loss is
as follows:
(` in lakhs)
Not due 102,32.71 1.39 102,31.32
Past due 0-180 days 12,10.13 89.81 11,20.32
Past due 181-360 days 2,39.74 18.55 2,21.19
Past due 361-720 days 4,75.64 95.23 3,80.41
Past due 721-1095 days 2,28.12 132.63 95.49
Total 135,75.67 15,26.94 120,48.73
(` in lakhs)
Not due 113,99.19 1.60 113,97.59
Past due 0-180 days 26,15.81 98.63 25,17.18
Past due 181-360 days 2,54.24 3.42 2,50.82
Past due 361-720 days 1,66.23 7.20 1,59.03
Past due 721-1095 days 4,46.22 74.95 3,71.27
Total 162,64.86 15,68.97 146,95.89
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Group’s
reputation.
The Group’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from
operations. The Group has no outstanding bank borrowings. The Group believes that the working capital is sufficient
to meet its current requirements. Any short-term surplus cash generated, over and above the amount required for
working capital management and other operational requirements, are retained as Cash and Investment in short term
deposits with banks. The said investments are made in instruments with appropriate maturities and sufficient liquidity.
As of March 31, 2019, the Group had working capital of ` 555,14.25 lakhs, including cash and cash equivalents of
As of March 31, 2018, the Group had working capital of ` 586,54.45 lakhs, including cash and cash equivalents of

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(` in lakhs)
amount less 5 years
Borrowings 58.30 58.30 40.60 17.70 - -
Trade Payables and other payables 614,28.51 614,28.51 614,27.79 - 0.72 -
Security deposits received 2,30.10 2,30.10 10.00 - 2,20.10 -
(` in lakhs)
amount less 5 years
Borrowings 98.90 98.90 40.60 40.60 17.70 -
Trade Payables and other payables 749,21.63 749,21.63 749,20.91 - 0.72 -
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes
in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-
sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all
market risk-sensitive financial instruments, all foreign currency receivables and payables. The Group is exposed to
market risk primarily related to foreign exchange rate risk.
Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss,
where any transaction references more than one currency or where assets/liabilities are denominated in a currency
other than the functional currency of the entity.
The Group is exposed to currency risk on account of its receivables and payables in foreign currency. The functional
currency of the Group is Indian Rupee. The Group has exposure to GBP, USD, EUR and other currencies. The
Group has not hedged this foreign currency exposure and strives to achieve asset liability offset of foreign currency
exposure.
Exposure to currency risk

The Group’s exposure to foreign currency risk at the end of the reporting period is as follows:
(` in lakhs)
GBP USD EUR Others GBP USD EUR Others
Current Financial assets 10.24 - 10.73 - 88.66 3.30 -
Trade payables 2,54.46 4,61.84 4.32 87.13 11,70.92 168,66.53 6,35.81 2,73.32
Capital Creditors 1,18.21 3,99.42 22,79.66 29.96 51,81.23 6,53.14 25,94.52 12.23
Net statement of financial (3,62.43) (8,61.26) (22,73.25) (1,17.09) (62,63.49) (175,16.37) (32,30.33) (2,85.55)
position exposure
Sensitivity analysis
A reasonably possible strengthening / weakening of the respective foreign currencies with respect to functional
currency of Group would result in increase or decrease in profit or loss and equity as shown in table below. This
analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of
forecast sales and purchases. The following analysis has been worked out based on the exposures as of the date of
(` in lakhs)
March 31, 2019
GBP 5% (18.12) 18.12 - -
USD 5% (43.06) 43.06 - -
EUR 5% (1,13.66) 1,13.66 - -
(` in lakhs)
March 31, 2018
GBP 5% (3,13.17) 3,13.17 - -
USD 5% (8,75.82) 8,75.82 - -
EUR 5% (1,61.52) 1,61.52 - -
(Note: The impact is indicated on the profit/loss before tax basis)

NOTE 51 : CAPITAL MANAGEMENT

(a) Risk Management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Management monitors the return on capital as well as the level of
dividends to ordinary shareholders.
The Group has adequate cash and bank balances and no interest bearing liabilities. The Group has interest free
deferred sales tax incentive availed under the 1993 Sales Tax Deferment Schemes. The Group monitors its capital by
a careful scrutiny of the cash and bank balances, and a regular assessment of any debt requirements. In the absence
of any interest bearing debt, the maintenance of debt equity ratio etc. may not be of any relevance to the Group.
No changes were made in the objectives, policies or processes for managing capital during the years ended March
31, 2019 and March 31, 2018.
(b) Dividend distribution and proposed dividend

(` in lakhs)
March 31, 2019 March 31, 2018
(i) Equity shares
Final dividend for the year ended March 31, 2018 of ` 35 (March 296,46.06 254,10.91
31, 2017 ` 30) per fully paid share
(ii) Dividend Distribution Tax on the above 60,93.83 51,73.06
(iii) Dividends not recognised at the end of the reporting period
In addition to the above dividends, since year end the directors 338,81.21 296,46.06
have recommended the payment of a final dividend of ` 20 per fully
paid equity share (March 31, 2018: ` 17.5 per share retrospectively
adjusted for September 2018 bonus issue).
The proposed dividend for the year ended March 31, 2019 is
subject to the approval of shareholders in the ensuing annual
general meeting.
(iv) Dividend Distribution Tax on the above 69,64.38 60,93.83
NOTE 52 : SEGMENT REPORTING

An operating segment is one whose operating results are regularly reviewed by the Group’s chief operating decision maker
to make decisions about resources to be allocated to the segment and assess its performance. The Managing Director of
GlaxoSmithKline Pharmaceuticals Limited has been identified as the Chief Operating Decision Maker of the Group. The Chief
Operating Decision Maker reviews performance of pharmaceutical business on an overall basis. As the Group has a single
reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating Segment is not applicable. In
compliance to the said standard, Entity-Wide disclosures are as under :
(` in lakhs)
March 31, 2019 March 31, 2018
Revenues from external customers attributed to the country of domicile and
attributed to all foreign countries from which the Group derives revenues
Total 3128,11.88 2895,64.78
(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Details of non current asset
Non Current asset from the Country of Domicile- India 1823,66.89 1642,02.71
Non Current asset from foreign countries - -
Total 1823,66.89 1642,02.71
Information about major customers

The Group did not have any external revenue from a particular customer which exceeded 10% of total revenue.
NOTE 53 : RELATED PARTY DISCLOSURES

Related party disclosures, as required by IND AS 24, “Related Party Disclosures”, notified under Section 133 of the Companies
Act, 2013 are given below:
1 Relationships (during the year):

(i) Shareholders (the GlaxoSmithKline (GSK) Group shareholding) in the Company :
Glaxo Group Limited, U.K.
GlaxoSmithKline Pte Limited, Singapore
Eskaylab Limited, U.K.
Burroughs Wellcome International Limited, U.K.
Holding company / ultimate holding company of the above shareholders
GlaxoSmithKline Plc, U.K. *
GlaxoSmithKline Finance Plc, U.K.*
Setfirst Ltd, U.K. *
SmithKline Beecham Limited, U.K.
Wellcome Limited, U.K.*
The Wellcome Foundation Limited, U.K.*
Wellcome Consumer Healthcare Limited, U.K.*
(ii) Other related parties in the GlaxoSmithKline (GSK) Group where common control exists and with whom the Company
had transactions during the year:
GlaxoSmithKline Asia Private Limited, India
GlaxoSmithKline Brasil Ltda, Brazil*
GlaxoSmithKline Consumer Healthcare Limited, India
GlaxoSmithKline Biologicals S.A., Belgium
GlaxoSmithKline Pharmaceuticals S.A., Belgium
GlaxoSmithKline Services Unlimited, U.K.
Glaxo Operations UK Limited, U.K
GlaxoSmithKline Export Limited, U.K.
GlaxoSmithKline Latin America S.A*
GlaxoSmithKline Pakistan Limited, Pakistan*
GlaxoSmithKline Research & Development Ltd, U.K
GlaxoSmithKline Pte Limited, Singapore*
GlaxoSmithKline Corporate Centre, U.S.A*
GlaxoSmithkline Philippines Inc., Philippines*
GlaxoSmithKline Australia Pty Limited, Australia*

GlaxoSmithKline Trading Services Limited, Ireland

GlaxoSmithKline Limited, Hong Kong*
GlaxoSmithKline South Africa (Pty) Ltd, South Africa
GlaxoSmithKline LLC, U.S.A*
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria
Stiefel India Private Limited, India
Glaxo Wellcome Ceylon Ltd., Sri Lanka*
US GMS Financial Services, U.S.A.*
GlaxoSmithKline Inc, Philadelphia
GlaxoSmithKline Manufacturing SPA, Italy*
GlaxoSmithKline Intellectual Property Limited
Chiron Behring Vaccines Private Ltd, India (upto February 28, 2019)
(iii) Directors and members of GSK India Leadership Team :

Directors: GSK India Leadership Team:
Mr. A. Vaidheesh # Mr. A. Nadkarni (w.e.f. April 17, 2017)
Ms. P. Thakur # (w.e.f. January 1, 2018) Mr. K. Hazari (upto May 31, 2018)
Mr. A. Aristidou # (upto December 31, 2017)* Mr. R. D'souza (w.e.f. April 17, 2017)
Mr. R. Krishnaswamy # Mr. R. Bartaria (upto August 31, 2018)
Mr. N. Kaviratne Mr. S. Dheri
Mr. P. Bhide Ms. S. Choudhary
Ms. A. Bansal Mr. S. Webb (w.e.f. January 17, 2018 upto January 31, 2019)
Mr. A.N. Roy Ms. V. Desai (upto May 16, 2017)
Mr. D.S. Parekh (upto March 31, 2019) Mr. V. Balakrishnan (w.e.f. March 20, 2017 upto September 21, 2018)
Mr. D. Sundaram Mr. B. Kotak (w.e.f. June 14, 2017)
Mr. R.R. Bajaaj (upto July 24, 2019) Mr. A. Iyer (w.e.f. October 13, 2017)
Mr. S. Williams (w.e.f. April 7, 2017) Ms. M. Priyam (w.e.f. July 27, 2017)
Mr. M. Jones (w.e.f. April 7, 2017 upto July 24, 2018) Ms. D. Jakate (w.e.f. February 19, 2018)
Mr. S. Balasubramanian (w.e.f. October 01, 2018)
Mr. N. Hindia (w.e.f. June 01, 2018)
Mr. G. Kotian (w.e.f. October 01, 2018)
Mr. N. Sudrik (w.e.f. October 01, 2018)
# Also member of GSK India Leadership Team
2 The following transactions were carried out with the related parties in the ordinary course of business:
(i) Dividend paid to parties referred to in item 1(i) above:
(` in lakhs)
March 31, 2019 March 31, 2018
Glaxo Group Limited, U.K. 106,69.84 91,45.58
GlaxoSmithKline Pte Limited, Singapore 83,30.70 71,40.60
Eskaylab Limited, U.K. 20,58.00 17,64.00
Burroughs Wellcome International Limited, U.K. 11,76.00 10,08.00
(ii) Details relating to parties referred to in items 1(i) and 1(ii) above:
(` in lakhs)
Holding company/ Other companies in the
ultimate holding GSK Group 1(ii)
company 1(i)
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2019 2018 2019 2018
1 Purchase of materials/traded goods - - 465,35.29 532,29.27
2 Sale of materials/sale of products - - 18.54 21.87
3 Purchase of Intangible assets - - 9,45.00 49,66.22
4 Expenses recharged to other companies 70.55 - 60,02.39 33,41.62
5 Expenses recharged by other companies - - 41,71.84 31,09.78
6 Manufacturing charges recovered - - 9,22.62 10,38.19
7 Consignment sales commission received - - - 13.17
8 Clinical research and data management recoveries - - 7,71.88 40,72.62
9 Central Value Added Tax credits availed on behalf of a related party - - - 1,63.58
(net)
10 Liabilities written back - - 23,14.00 -
11 Employee benefit liabilities transferred to a related party - - 12.52 1.41
12 Outstanding receivables at the period end - - 67,02.64 123,82.03
13 Outstanding payables at the period end - - 65,03.24 312,53.78
(iii) Disclosure in respect of material transactions with parties referred to in item 1(i) and 1(ii) above:
(` in lakhs)

March 31, 2019 March 31, 2018
(a) Purchase of materials/traded goods:
Chiron Behring Vaccines Private Ltd, India 3,718.49 1,254.91
Stiefel India Private Limited, India 3,447.15 2,715.02
GlaxoSmithKline Export Limited, U.K. 112,63.19 90,47.88
(b) Sale of materials/sale of products:
GlaxoSmithKline Trading Services Limited, Ireland 18.54 21.87
(c) Intangible assets:
(d) Expenses recharged to other companies:
Glaxo Group Limited, U.K. 70.55 -
GlaxoSmithKline Intellectual Property Limited 130.63 -
GlaxoSmithKline Pharmaceuticals S.A., Belgium 76.90 -
GlaxoSmithKline Export Limited, U.K. 827.67 -

(` in lakhs)

March 31, 2019 March 31, 2018
GlaxoSmithKline Consumer Healthcare Limited, India 1,117.11 -
GlaxoSmithKline Research & Development Ltd, U.K. 23.25 -
Glaxo Operations UK Limited, U.K 5,15.34 7,03.55
GlaxoSmithKline Trading Services Limited, Ireland 4,52.24 5,28.74
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria 3,56.65 3,61.37
(e) Expenses recharged by other companies:
GlaxoSmithKline Consumer Healthcare Limited, India 31,69.02 23,19.62
GlaxoSmithKline Services Unlimited, U.K. 435.93
Glaxo Operations UK Limited, U.K 222.40 -
SmithKline Beecham Limited, U.K. 11.02 -
(f) Manufacturing charges recovered:
(g) Consignment sales commission received:
GlaxoSmithKline Asia Private Limited, India - 13.17
(h) Clinical research and data management recoveries:
GlaxoSmithKline Asia Private Limited, India 24.43 -
GlaxoSmithKline Services Unlimited, U.K. 11.60
GlaxoSmithKline Research & Development Ltd, U.K. 1,81.50 17,55.92
(i) Central Value Added Tax credits availed on behalf of a related party
(net):
GlaxoSmithKline Asia Private Limited, India - 1,63.58
(j) Liabiities written back
GlaxoSmithKline Asia Private Limited, India 23,14.00 -
(k) Employee benefit liabilities transferred to a related party:
GlaxoSmithKline Asia Private Limited, India 12.52 1.41
(` in lakhs)
As at
March 31, 2019
(l) Outstanding receivables at the period end :
GlaxoSmithKline Asia Private Limited, India 2,13.50
GlaxoSmithKline Export Limited, U.K. 36.22
GlaxoSmithKline Research & Development Ltd, U.K. 11.12
GlaxoSmithKline Pharmaceutical Nigeria Limited, Nigeria 28.22
GlaxoSmithKline Pharmaceuticals S.A., Belgium 16.58
(` in lakhs)
As at
March 31, 2019
(m) Outstanding payables at the period end :
GlaxoSmithKline South Africa (Pty) Ltd, South Africa 87.13
GlaxoSmithKline Biologicals S.A., Belgium 34,02.00
GlaxoSmithKline Export Limited, U.K. 24,07.67
Stiefel India Private Limited, India 2,46.59
(` in lakhs)
As at
March 31, 2018
(n) Outstanding (payables)/receivables at the period end (net):
GlaxoSmithKline Asia Private Limited, India (25,01.26)
SmithKline Beecham Limited, U.K. 48.83
GlaxoSmithKline Biologicals S.A., Belgium (128,63.14)
GlaxoSmithKline Export Limited, U.K. (17,95.76)
GlaxoSmithKline Research & Development Ltd, U.K. 2,64.82
GlaxoSmithKline Services Unlimited, U.K. (47,24.46)
Chiron Behring Vaccines Private Ltd, India (62.53)

(iv) Details relating to persons referred to in item 1(iii) above:
(` in lakhs)
March 31, 2019 March 31, 2018
1 Remuneration/commission/sitting fees 29,75.30 24,81.72
2 Payments under the long-term incentive plan 3,54.16 1,11.71
3 Interest income on loans given - 0.15
(v) Disclosure in respect of material transactions with persons referred to in item 1(iii) above:
(` in lakhs)
March 31, 2019 March 31, 2018
(a) Remuneration/commission/sitting fees (Refer Note below):
Mr. A. Vaidheesh 5,75.19 6,01.16
Mr. A. Iyer (w.e.f. October 13, 2017) 3,23.29 1,14.09
Mr. R. Krishnaswamy 2,11.61 1,74.74
Ms. P. Thakur (w.e.f. January 1, 2018) 2,09.51 59.60
Mr. A. Aristidou (upto December 31, 2017) - 3,71.77
(b) Payments made during the year under the long-term incentive plan
(Refer Note below):
Mr. A. Vaidheesh 2,04.66 -
Ms. P. Thakur (w.e.f. January 1, 2018) 26.71 -
Mr. R. Bartaria (upto August 31, 2018) - 11.75
Mr. R. Krishnaswamy 48.36 24.96
Mr. S. Dheri 13.06 11.75
Mr. K. Hazari (upto May 31, 2018) - 21.66
(c) Interest income on loans given:
Mr. S. Dheri - 0.15
Note: Amounts are not comparable as pertain to part of the year and/ or are recorded on cash payment
basis.
NOTE 54 : SHARE-BASED PAYMENT ARRANGEMENTS

Restricted Share Awards (RSAs)
Certain employees of the Group are entitled to receive cash settled stock based awards (‘awards’) pursuant to employee share
schemes (‘scheme’) administered by GlaxoSmithKline Plc. (‘Plc’).
Under this plan, certain employees are granted cash settled RSAs at no cost, which entitle them to receive cash equivalent to
the stock price of the Plc’s shares listed at London stock exchange after two and a half to three year vesting period during which
the employee has to remain in continuous employment with the Group. These RSA’s do not give any voting rights or the right
to accrue dividends.
The fair value of these awards is determined based on the closing share price on the day of grant, after deducting the expected
future dividend yield of 5.2% (Previous Year – 4.8%) over the duration of the award.
Reconciliation of RSAs
Number of RSA
As at April 1, 2017 100,908
Granted 75,170
Cancelled (1,280)
As at March 31, 2018 157,458
Granted 98,462
Cancelled (20,847)
As at March 31, 2019 139,839
*The weighted average share price at the date of exercise of the awards exercised during the year ended March 31, 2019 was
GBP 15.97 (March 31, 2018 GBP 12.95).
Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in the Statement of Profit and Loss as part of
employee benefit expense were as follows:
(` in lakhs)
March 31, 2019 March 31, 2018
Restricted Share Awards (RSAs) 7,74.56 7,35.04
Carrying amount of liability

(` in lakhs)
As at As at
March 31, 2019 March 31, 2018
Carrying amount of liability included in long term incentive plan (Notes 21 and 25) 8,13.64 9,86.36
NOTE 55
Additional information as required by Paragraph 2 of the General Instructions for the Preparation of Consolidated Financial
Statements under Division II of Schedule III to the Companies Act, 2013.
Name of the entity in Net Assets, i.e., total Share in profit or loss Share in other Share in total
the Group assets minus total comprehensive income comprehensive income
liabilities *
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
As at As at Year ended Year Year ended Year Year ended Year
March 31, March 31, March 31, ended March 31, 2019 ended March 31, 2019 ended
2019 2019 2019 March March March
31, 2019 31, 2019 31, 2019
Parent
GlaxoSmithKline 99.00% 2118,32.78 100.60% 448,06.44 100.00% (5,49.38) 100.61% 442,57.06
Subsidiary
Indian
Biddle Sawyer Limited 1.00% 21,50.14 -0.60% (2,67.14) - - -0.61% (2,67.14)
Total 100.00% 2139,82.92 100.00% 445,39.30 100.00% (5,49.38) 100.00% 439,89.92

As at As at Year ended Year ended Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2018 2018 2018 2018 2018 2018 2018 2018
Parent
GlaxoSmithKline 98.77% 2032,06.04 100.36% 351,98.77 100.00% 5,58.70 100.35% 357,57.47
Subsidiary
Indian
Biddle Sawyer Limited 1.23% 25,26.85 -0.36% (1,26.19) - - -0.35% (1,26.19)
Total 100.00% 2057,32.89 100.00% 350,72.58 100.00% 5,58.70 100.00% 356,31.28
* In case of Subsidiary, the parent’s share in respect of the component has been adjusted with the carrying value of the parent’s
investment in the component.
Note : The above figures are after eliminating intra Group transactions and intra Group balances as at March 31, 2019 and
March 31, 2018.
NOTE 56 : EVENT OCCURRING AFTER BALANCE SHEET DATE

The Board of Directors has recommended Equity dividend of ` 20.00 per share for the year ended March 31, 2019 (March 31,
2018: ` 17.50 per share retrospectively adjusted for September 2018 bonus issue) (Refer Note 51 (b)).
NOTE 57
Previous year figures have been regrouped / reclassified wherever necessary.
NOTE 58: APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the Board of Directors on May 20, 2019.

R. S. Karnad Chairperson DIN: 00008064
P. Thakur CFO & Executive Director DIN: 07971789
D. Sundaram Audit Committee Chairman DIN: 00016304
Mumbai, May 20, 2019

WyattPrism Communications

GSK House, Dr. Annie Besant Road, Worli, Mumbai - 400 030. Tel: 022-2495 9595 | Fax: 022-2495 9494
www.gsk-india.com

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Leading with

Note: Members are requested to kindly bring their

Message from the Managing Director

Dear Shareholders, healthcare needs. I am proud to share organisation to serve growing

Annual Report 2018-19

focus We are one of India’s

Priorities Innovation Performance Trust

Patient focus Courage

Annual Report 2018-19

India Innovative Portfolio

Nucala (Mepolizumab) is a humanised monoclonal antibody

With Nucala, there is 53-73% reduction in exacerbations;

Successful first year for Infanrix Hexa

Our parent company completed the acquisition

Zejula (Niraparib), an oral poly ADP ribose

In addition to Zejula, TESARO has several more

Positive findings of Dostarlimab for meeting critical unmet needs

Endometrial cancer is the most common gynaecologic

Annual Report 2018-19

At the Connected Health India Summit

Science-based multi-channel customer engagement

We are reaching our customers through their

We are also encouraging scientific engagement

New marketing model

The opportunities to gather insights

Annual Report 2018-19

Manufacturing Excellence New Eltroxin facility, Nashik

#Beyou engagement score of 91% in September 2018 and 92% in

Annual Report 2018-19

#Feelgood We continue to empower our employees through

Corporate Social Responsibility

We are a vital part of the country-wide fight against

LF is transmitted by mosquitoes and causes

Annual Report 2018-19

14% 13% 14% 21%

EBIDTA (Excl Exceptional Items) % to Revenue Utilisation of Income*

595 478 420 510 631

2014-15 2015-16 2016-17 2017-18 2018-19

OTHER KEY DATA

Annual Report 2018-19

Chairman Management Team Factory

Whole-time Directors Secretarial Department

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Item No. 10:

Location of Annual General Meeting Hall

Birla Matushri Sabhagar,

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annual Report 2018-19

Annexure “A” to Director’s Report

Annual Report 2018-19

CSR committee responsibility statement

Annexure ‘B’ to the Director’s Report

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

 Board meetings and attendance

The dates on which meetings were held are as follows: